Common use of Exercise Schedule Clause in Contracts

Exercise Schedule. (a) This Option shall become exercisable in three cumulative installments, with one-third of the Option Shares becoming exercisable on the first anniversary of the Grant Date, an additional one-third of the Option Shares becoming exercisable on the second anniversary of the Grant Date, and the final one-third of the Option Shares becoming exercisable on the third anniversary of the Grant Date. The Participant must be in continuous Employment from the Grant Date through the date of exercisability of each installment in order for the Option to become exercisable with respect to additional shares of Common Stock on such date. (b) This Option shall become fully exercisable, irrespective of the limitations set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment since the Grant Date, upon (1) an involuntary termination of Employment by the Company without Cause or a constructive termination of Employment by the Participant with good reason as defined in Section 10 of the Plan (a “Constructive Termination”), either of which occurs within one year after the occurrence of a Change of Control or (2) any termination of Employment due to death or Disability. (c) Irrespective of the limitations set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment since the Grant Date, upon termination of Employment due to Retirement or involuntary termination not for Cause, to the extent not previously vested pursuant to subparagraph (a) above, each third of the Option Shares described in subparagraph (a) above that are unvested as of the date of termination of Employment shall become exercisable in a pro rata amount determined by a fraction with respect to each such unvested third of the Option Shares, the numerator of which shall be the number of months (with any partial months being considered a full month) of the Participant’s Employment from the Grant Date through the date of the Participant’s termination of Employment, and the denominator of which shall be the number of months for the period beginning on the Grant Date and ending on the corresponding anniversary date on which each such unvested third of the Option Shares would have vested pursuant to subparagraph (a) above. (d) For purposes of this Award Agreement, the following definitions apply:

Exercise Schedule. (a) This Option shall become exercisable in three cumulative installments, with one-third of the Option Shares becoming exercisable on the first anniversary of the Grant Date, an additional one-third of the Option Shares becoming exercisable on the second anniversary of the Grant Date, and the final one-third of the Option Shares becoming exercisable on the third anniversary of the Grant Date. The Except as provided below, the Participant must be in continuous Employment employment from the Grant Date through the date of exercisability of each installment in order for the Option to become exercisable with respect to additional shares of Common Stock on such date. (b) This Option shall become fully exercisable, irrespective of the limitations set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment employment since the Grant Date, upon (1) an involuntary termination of Employment employment by the Company without Cause or a constructive termination of Employment employment by the Participant with good reason as defined in Section 10 of the Plan (a “Constructive Termination”), either of which occurs within one year after the occurrence of a Change of Control or (2) any termination of Employment employment due to death or Disability. (c) Irrespective of Notwithstanding paragraph (a), this Option shall become fully exercisable, to the limitations set forth extent not previously vested, in subparagraph accordance with paragraph (a) aboveif Participant terminates employment due to Enhanced Retirement. (d) Notwithstanding paragraph (a), provided that the Participant has been in continuous Employment employment since the Grant Date, upon termination of Employment employment due to Retirement or involuntary termination not for Cause, to the extent not previously vested pursuant to subparagraph (a) above, each third of the Option Shares described in subparagraph (a) above that are unvested as of the date of termination of Employment employment shall become exercisable in a pro rata amount determined by a fraction with respect to each such unvested third of the Option Shares, the numerator of which shall be the number of months (with any partial months being considered a full month) of the Participant’s Employment employment from the Grant Date through the date of the Participant’s termination of Employmentemployment, and the denominator of which shall be the number of months for the period beginning on the Grant Date and ending on the corresponding anniversary date on which each such unvested third of the Option Shares would have vested pursuant to subparagraph (a) above. If the Participant is eligible for Enhanced Retirement, this paragraph (d) shall not apply and paragraph (c) shall control, unless the Participant affirmatively elects to decline Enhanced Retirement and accept pro rata vesting of the Option Shares under this paragraph, in which case Section 14 shall not apply. (de) For purposes of this Award Agreement, the following definitions apply:

Exercise Schedule. (a) This Except as otherwise provided in Section 6 and Section 7 of this Agreement, or in the Plan, the Option shall become is exercisable in three cumulative installmentsinstallments as provided below, with one-third of which shall be cumulative. To the extent that the Option Shares becoming exercisable on the first anniversary of the Grant Date, an additional one-third of the Option Shares becoming exercisable on the second anniversary of the Grant Date, and the final one-third of the Option Shares becoming exercisable on the third anniversary of the Grant Date. The Participant must be in continuous Employment from the Grant Date through the date of exercisability of each installment in order for the Option to has become exercisable with respect to additional a percentage of Shares as provided below, the Option may thereafter be exercised by the Optionee, in whole or in part, at any time or from time to time prior to the expiration of the Option as provided herein. The following table indicates each date (the "Vesting Date") upon which the Optionee shall be entitled to exercise the Option with respect to the percentage of Shares granted as indicated beside the date, provided that the Optionee has been continuously a Director of the Company through and on the applicable Vesting Date: Percentage of Shares Vesting Date -------------------- ------------ [INSERT %] [INSERT DATE(S)] [INSERT %] [INSERT DATE(S)] [INSERT %] [INSERT DATE(S)] Except as otherwise specifically provided herein, there shall be no proportionate or partial vesting in the periods prior to each Vesting Date, and all vesting shall occur only on the appropriate Vesting Date provided the Optionee continues to serve on the Company's Board. However, the Option will nonetheless vest as to all previously unvested shares immediately upon the occurrence of Common Stock on such date.any of the following events ("Acceleration Events"): (a) The Company's shareholders at any time fail to elect, or re-elect the Optionee to the Company's Board of Directors, unless the Optionee chooses not to stand for election or is unable to do so; (b) This Option shall become fully exercisableThe Optionee is removed from the Company's Board at any time, irrespective for any reason, unless the Optionee's removal is for either (x) "Cause" (as defined under applicable law) or (y) material non-performance of the limitations set forth in subparagraph (a) above, provided that Optionee's duties after the Participant has been in continuous Employment since the Grant Date, upon (1) an involuntary termination of Employment by the Company without Cause or a constructive termination of Employment by the Participant with good reason as defined in Section 10 Optionee receives written notice of the Plan (a “Constructive Termination”), either of which occurs within one year after the occurrence of a Change of Control or (2) any termination of Employment due to death or Disability. (c) Irrespective of the limitations set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment since the Grant Date, upon termination of Employment due to Retirement or involuntary termination not for Cause, to the extent not previously vested pursuant to subparagraph (a) above, each third of the Option Shares described in subparagraph (a) above that are unvested as of the date of termination of Employment shall become exercisable in a pro rata amount determined by a fraction with respect to each such unvested third of the Option Shares, the numerator of which shall be the number of months (with any partial months being considered a full month) of the Participant’s Employment from the Grant Date through the date of the Participant’s termination of Employment, same and the denominator of which shall be the number of months for the period beginning on the Grant Date and ending on the corresponding anniversary date on which each Optionee fails to cure such unvested third of the Option Shares would have vested pursuant to subparagraph (a) above. (d) For purposes of this Award Agreement, the following definitions apply:conduct within 45 days after such notice;

Exercise Schedule. (a) This Option shall become exercisable in three cumulative installments, with one-third of the Option Shares becoming exercisable on the first second anniversary of the Grant Date, an additional one-third of the Option Shares becoming exercisable on the second third anniversary of the Grant Date, and the final one-third of the Option Shares becoming exercisable on the third fourth anniversary of the Grant Date. The Participant must be in continuous Employment from the Grant Date through the date of exercisability of each installment in order for the Option to become exercisable with respect to additional shares of Common Stock on such date. (b) This Option shall become fully exercisable, irrespective of the limitations set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment since the Grant Date, upon (1) an involuntary termination of Employment by the Company without Cause or a constructive termination of Employment by the Participant with good reason as defined in Section 10 of the Plan (a “Constructive Termination”), either of which occurs within one year after the occurrence of a Change of Control or (2) any termination of Employment due to death or Disability. (c) Irrespective of the limitations set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment since the Grant Date, upon termination of Employment due to Retirement or involuntary termination not for Cause, to the extent not previously vested pursuant to subparagraph (a) above, each third of the Option Shares described in subparagraph (a) above that are unvested as of the date of termination of Employment shall become exercisable in a pro rata amount determined by a fraction with respect to each such unvested third of the Option Shares, the numerator of which shall be the number of months (with any partial months being considered a full month) of the Participant’s Employment from the Grant Date through the date of the Participant’s termination of Employment, and the denominator of which shall be the number of months for the period beginning on the Grant Date and ending on the corresponding anniversary date on which each such unvested third of the Option Shares would have vested pursuant to subparagraph (a) above. (d) For purposes of this Award Agreement, the following definitions apply:

Exercise Schedule. Except as otherwise provided in the Employment Agreement between the Company and the Participant dated as of (a) This Option the "Employment Agreement"), this Award shall vest and become exercisable in three cumulative installments, with for one-third (1/3) of the Option Shares becoming exercisable on Unit Appreciation Rights upon Participant's completion of three (3) years of Service measured from the first anniversary of the Grant Vesting Commencement Date, an additional one-third (1/3) of the Option Shares becoming exercisable on Unit Appreciation Rights upon Participant's completion of four (4) years of Service measured from the second anniversary of the Grant Vesting Commencement Date, and the final an additional one-third (1/3) of the Option Shares becoming Unit Appreciation Rights upon Participant's completion of five (5) years of Service measured from the Vesting Commencement Date. Except as otherwise provided in your Employment Agreement, in no event shall this Award become vested and exercisable on for any additional Unit Appreciation Rights after Participant's cessation of Service. By his or her signature, Participant agrees to he bound by the third anniversary terms and conditions of the Plan, the Unit Appreciation Rights Agreement and this Grant DateNotice. The Participant must be in continuous Employment from the Grant Date through the date of exercisability of each installment in order for the Option to become exercisable with respect to additional shares of Common Stock on such date. (b) This Option shall become fully exercisable, irrespective of the limitations set forth in subparagraph (a) above, provided that the Participant has been reviewed the Unit Appreciation Rights Agreement, the Plan and this Grant Notice in continuous Employment since their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant DateNotice and fully understands all provisions of this Grant Notice, upon (1) an involuntary termination of Employment by the Company without Cause Unit Appreciation Rights Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or a constructive termination of Employment by the Participant with good reason as defined in Section 10 interpretations of the Plan (a “Constructive Termination”)Administrator upon any questions arising under the Plan, either of which occurs within one year after this Grant Notice or the occurrence of a Change of Control or (2) any termination of Employment due to death or Disability. (c) Irrespective of the limitations set forth in subparagraph (a) aboveUnit Appreciation Rights Agreement. DATED: , provided that the Participant has been in continuous Employment since the Grant Date200 BREITBURN ENERGY COMPANY L.P.: PARTICIPANT: By: By: Print Name: Print Name: Title: Address: 000 Xxxxx Xxxxxx Xxxxxx, upon termination of Employment due to Retirement or involuntary termination not for CauseXxxxx 0000 Xxx Xxxxxxx, XX 00000 Address: OFFICERS AND KEY INDIVIDUALS Pursuant to the extent not previously vested pursuant Unit Appreciation Rights Grant Notice ("Grant Notice") to subparagraph which this Unit Appreciation Rights Agreement (athis "Agreement") aboveis attached, each third of BreitBurn Energy Company L.P. (the Option Shares described in subparagraph (a"Company") above that are unvested as of the date of termination of Employment shall become exercisable in a pro rata amount determined by a fraction with respect has granted to each such unvested third of the Option Shares, the numerator of which shall be Participant the number of months (with any partial months being considered a full month) of the Participant’s Employment from Unit Appreciation Rights indicated in the Grant Date through Notice under the date of Company's Unit Appreciation Plan for Officers and Key Individuals (the Participant’s termination of Employment, and the denominator of which shall be the number of months for the period beginning on the Grant Date and ending on the corresponding anniversary date on which each such unvested third of the Option Shares would have vested pursuant to subparagraph (a) above"Plan"). (d) For purposes of this Award Agreement, the following definitions apply:

Exercise Schedule. (a) This Except as otherwise provided in Sections 6 and 7 of this Agreement, or in the Plan, the Option shall become is exercisable in three cumulative installmentsinstallments as provided below, with one-third of which shall be cumulative. To the extent that the Option Shares becoming exercisable on the first anniversary of the Grant Date, an additional one-third of the Option Shares becoming exercisable on the second anniversary of the Grant Date, and the final one-third of the Option Shares becoming exercisable on the third anniversary of the Grant Date. The Participant must be in continuous Employment from the Grant Date through the date of exercisability of each installment in order for the Option to has become exercisable with respect to additional shares a percentage of Common Stock on such date. (b) This Shares as provided below, the Option shall become fully exercisablemay thereafter be exercised by the Optionee, irrespective in whole or in part, at any time or from time to time prior to the expiration of the limitations set forth in subparagraph Option as provided herein. The following table indicates each date (athe “Vesting Date”) aboveupon which the Optionee shall be entitled to exercise the Option with respect to the percentage of Shares granted as indicated beside the date, provided that the Participant has been in continuous Employment since the Grant Date, upon (1) an involuntary termination of Employment by Optionee’s employment or service with the Company without Cause or a constructive termination of Employment by the Participant with good reason as defined in Section 10 of the Plan (a “Constructive Termination”), either of which occurs within one year after the occurrence of a Change of Control or (2) any termination of Employment due to death or Disability. (c) Irrespective of the limitations set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment since the Grant Date, upon termination of Employment due to Retirement or involuntary termination not for Cause, to the extent not previously vested pursuant to subparagraph (a) above, each third of the Option Shares described in subparagraph (a) above that are unvested as of the date of termination of Employment shall become exercisable in a pro rata amount determined by a fraction with respect to each such unvested third of the Option Shares, the numerator of which shall be the number of months (with any partial months being considered a full month) of the Participant’s Employment from the Grant Date through the date of the Participant’s termination of Employment, and the denominator of which shall be the number of months for its Subsidiaries during the period beginning on September 2, 2008 (the Grant Date “Vesting Commencement Date”) continues through and ending on the corresponding applicable Vesting Date: 25% First anniversary date of the Vesting Commencement Date 50% Second anniversary of the Vesting Commencement Date 75% Third anniversary of the Vesting Commencement Date 100% Fourth anniversary of the Vesting Commencement Date Notwithstanding anything contained herein to the contrary, once the Option has vested and become exercisable with respect to 100% of the Shares, then the Option shall be fully vested and the provisions of the preceding sentence shall cease to apply. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE OPTION CANNOT BE EXERCISED UNTIL THE COMPANY IS AGAIN CURRENT IN ITS PERIODIC REPORT FILINGS WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) AND HAS FILED ALL PERIODIC REPORTS REQUIRED TO BE FILED BY THE COMPANY WITH THE SEC WITHIN THE PRECEDING TWELVE MONTHS. Except as otherwise specifically provided herein, there shall be no proportionate or partial vesting in the periods prior to each Vesting Date, and all vesting shall occur only on which each such the appropriate Vesting Date. Except as otherwise specifically provided herein, upon the termination of the Optionee’s employment or service with the Company and its Subsidiaries, any unvested third portion of the Option Shares would have vested pursuant to subparagraph (a) aboveshall terminate and be null and void. (d) For purposes of this Award Agreement, the following definitions apply:

Exercise Schedule. (a) This Except as otherwise provided in Section 3(b) or 3(c) below, or in the Plan, the Option shall become is exercisable in three cumulative installmentsinstallments as provided below, with one-third which shall be cumulative. The portion of the Option Shares becoming which has become vested and exercisable on pursuant to this Section 3 is referred to as the first anniversary of “Vested Portion,” and the Grant Date, an additional one-third portion of the Option which has not yet become vested and exercisable pursuant to this Section 3 is referred to as the “Non-Vested Portion.” The Vested Portion may thereafter be exercised by the Optionee, in whole or in part, at any time or from time to time prior to the expiration of the Option as provided herein. The following table indicates each date (the “Vesting Date”) upon which the Optionee shall be entitled to exercise the Option with respect to the percentage of Shares becoming exercisable granted as indicated beside the applicable Vesting Date, provided that the Optionee has been continuously employed by the Company and its Subsidiaries through and on the second anniversary applicable Vesting Date: Percentage of Shares 33 1/3% October 12, 2005 33 1/3% October 12, 2006 33 1/3% October 12, 2007 Except as specifically provided in Section 3(b) or 3(c) of this Agreement, there shall be no proportionate or partial vesting in the Grant periods prior to each Vesting Date, and all vesting shall occur only on the final oneappropriate Vesting Date. Upon Optionee’s termination of employment with the Company and its Subsidiaries, the Non-third Vested Portion of the Option Shares becoming shall terminate and be null and void, and the Vested Portion shall remain exercisable on the third anniversary of the Grant Date. The Participant must be in continuous Employment from the Grant Date through the date of exercisability of each installment in order for the Option to become exercisable with respect to additional shares of Common Stock on such dateperiod set forth in Section 4. (b) This In the event of the Optionee’s termination of employment by the Company and its Subsidiaries (i) without Cause (other than a result of Optionee’s death or Disability); or (ii) by the Optionee for Good Reason, the Option shall become immediately exercisable and fully exercisable, irrespective of the limitations set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment since the Grant Date, upon (1) an involuntary termination of Employment by the Company without Cause or a constructive termination of Employment by the Participant vested with good reason as defined in Section 10 of the Plan (a “Constructive Termination”), either of which occurs within one year after the occurrence of a Change of Control or (2) any termination of Employment due respect to death or Disabilityall Shares. (c) Irrespective Upon a Change of Control Acceleration Event: (i) if the Exercise Price is more than 110% of the limitations set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment since the Grant Date, upon termination Fair Market Value of Employment due to Retirement or involuntary termination not for Cause, to the extent not previously vested pursuant to subparagraph (a) above, each third of the Option Shares described in subparagraph (a) above that are unvested a Share as of the date of termination the Change of Employment Control Acceleration Event, then the Non-Vested Portion of the Option shall become exercisable in be canceled without payment of any consideration; or (ii) if the Exercise Price is less than 110% of the Fair Market Value of a pro rata amount determined by Share as of the date of the Change of Control Acceleration Event, then the Committee may elect, within ten (10) days of such Change of Control Acceleration Event, to pay Optionee a fraction with respect cash payment equal to each such unvested third the difference between the aggregate Fair Market Value of the Non-Vested Portion of the Option Shares and the aggregate Exercise Price of the Non-Vested Portion of the Option Shares. In the event the Committee fails to exercise its election to make such cash payment to Optionee, the numerator of which shall be the number of months within such ten (with any partial months being considered a full month10) of the Participant’s Employment from the Grant Date through the date of the Participant’s termination of Employmentday period, and the denominator of which shall be the number of months for the period beginning on the Grant Date and ending on the corresponding anniversary date on which each such unvested third of then the Option Shares would have shall become immediately exercisable and fully vested pursuant with respect to subparagraph (a) aboveall Shares. (d) For purposes of this Award Agreement, a “Change of Control Acceleration Event shall be deemed to have occurred in the following definitions apply:event (i) there is a Change of Control, and (ii) Optionee’s employment is terminated within eighteen months of the date of such Change of Control (A) by the Company, and its Subsidiaries other than for death, Disability or Cause, or (B) by the Optionee for Good Reason . The terms “Cause,” “Disability,” “Good Reason” and “Change of Control” shall have the definition set forth in any employment agreement entered into between the Optionee and the Company or any of its Subsidiaries which is in effect as of or after the Grant Date (as the same may be amended in accordance with the terms thereof) or if no such agreement is in effect, each such term shall have the meaning set forth in the Plan.

Exercise Schedule. (a) This Option shall become exercisable in three cumulative installments, with one-third of the Option Shares becoming exercisable on the first anniversary of the Grant Date, an additional one-third of the Option Shares becoming exercisable on the second anniversary of the Grant Date, and the final one-third of the Option Shares becoming exercisable on the third anniversary of the Grant Date. The Participant must be in continuous Employment from the Grant Date through the date of exercisability of each installment in order for the Option to become exercisable with respect to additional shares of Common Stock on such date. (b) This Option shall become fully exercisable, irrespective of the limitations set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment since the Grant Date, upon (1) an involuntary termination of Employment by the Company without Cause or a constructive termination of Employment by the Participant with good reason as defined in Section 10 of the Plan (a “Constructive Termination”), either of which occurs within one year after the occurrence of a Change of Control or (2) any termination of Employment due to death or Disability. (c) Irrespective of the limitations set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment since the Grant Date, upon termination of Employment due to Retirement or involuntary termination not for Cause, to the extent not previously vested pursuant to subparagraph (a) above, each third of the Option Shares described in subparagraph (a) above that are unvested as of the date of termination of Employment shall become exercisable in a pro rata amount determined by a fraction with respect to each such unvested third of the Option Shares, the numerator of which shall be the number of months (with any partial months being considered a full month) calendar days of the Participant’s Employment from the Grant Date through the date of the Participant’s termination of Employment, and the denominator of which shall be the number of months calendar days for the period beginning on the Grant Date and ending on the corresponding anniversary date on which each such unvested third of the Option Shares would have vested pursuant to subparagraph (a) above. (d) For purposes of this Award Agreement, the following definitions apply:

Exercise Schedule. (a) This Except as otherwise provided in Sections 6 and 7 of this Agreement, or in the Plan, the Option shall become is exercisable in three cumulative installmentsinstallments as provided below, with one-third of which shall be cumulative. To the extent that the Option Shares becoming exercisable on the first anniversary of the Grant Date, an additional one-third of the Option Shares becoming exercisable on the second anniversary of the Grant Date, and the final one-third of the Option Shares becoming exercisable on the third anniversary of the Grant Date. The Participant must be in continuous Employment from the Grant Date through the date of exercisability of each installment in order for the Option to has become exercisable with respect to additional shares a percentage of Common Stock on such date. (b) This Shares as provided below, the Option shall become fully exercisablemay thereafter be exercised by the Optionee, irrespective in whole or in part, at any time or from time to time prior to the expiration of the limitations set forth in subparagraph Option as provided herein. The following table indicates each date (athe “Vesting Date”) aboveupon which the Optionee shall be entitled to exercise the Option with respect to the percentage of Shares granted as indicated beside the date, provided that the Participant has been in continuous Employment since the Grant Date, upon (1) an involuntary termination of Employment by Optionee’s employment or service with the Company without Cause or a constructive termination of Employment by the Participant with good reason as defined in Section 10 of the Plan (a “Constructive Termination”), either of which occurs within one year after the occurrence of a Change of Control or (2) any termination of Employment due to death or Disability. (c) Irrespective of the limitations set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment since the Grant Date, upon termination of Employment due to Retirement or involuntary termination not for Cause, to the extent not previously vested pursuant to subparagraph (a) above, each third of the Option Shares described in subparagraph (a) above that are unvested as of the date of termination of Employment shall become exercisable in a pro rata amount determined by a fraction with respect to each such unvested third of the Option Shares, the numerator of which shall be the number of months (with any partial months being considered a full month) of the Participant’s Employment from the Grant Date through the date of the Participant’s termination of Employment, and the denominator of which shall be the number of months for its Subsidiaries during the period beginning on August 11, 2008 (the Grant Date “Vesting Commencement Date”) continues through and ending on the corresponding applicable Vesting Date: Percentage of Shares Vesting Date 25% First anniversary date of the Vesting Commencement Date 50% Second anniversary of the Vesting Commencement Date 75% Third anniversary of the Vesting Commencement Date 100% Fourth anniversary of the Vesting Commencement Date Notwithstanding anything contained herein to the contrary, once the Option has vested and become exercisable with respect to 100% of the Shares, then the Option shall be fully vested and the provisions of the preceding sentence shall cease to apply. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE OPTION CANNOT BE EXERCISED UNTIL THE COMPANY IS AGAIN CURRENT IN ITS PERIODIC REPORT FILINGS WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) AND HAS FILED ALL PERIODIC REPORTS REQUIRED TO BE FILED BY THE COMPANY WITH THE SEC WITHIN THE PRECEDING TWELVE MONTHS. Except as otherwise specifically provided herein, there shall be no proportionate or partial vesting in the periods prior to each Vesting Date, and all vesting shall occur only on which each such the appropriate Vesting Date. Except as otherwise specifically provided herein, upon the termination of the Optionee’s employment or service with the Company and its Subsidiaries, any unvested third portion of the Option Shares would have vested pursuant to subparagraph (a) aboveshall terminate and be null and void. (d) For purposes of this Award Agreement, the following definitions apply:

Exercise Schedule. (a) This Option shall become exercisable in three cumulative installments, with one-third of the Option Shares becoming exercisable on the first anniversary of the Grant Date, an additional one-third of the Option Shares becoming exercisable on the second anniversary of the Grant Date, and the final one-third of the Option Shares becoming exercisable on the third anniversary of the Grant Date. The Participant must be in continuous Employment from the Grant Date through the date of exercisability of each installment in order for the Option to become exercisable with respect to additional shares of Common Stock on such date. (b) This Option shall become fully exercisable, irrespective of the limitations set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment since the Grant Date, upon (1) an involuntary termination of Employment by the Company without Cause or a constructive termination of Employment by the Participant with good reason as defined in Section 10 of the Plan (a “Constructive Termination”), either of which occurs within one year after the occurrence of a Change of Control or (2) any termination of Employment due to death or Disability. (c) Irrespective of Notwithstanding paragraph (a), this Option shall become fully exercisable, to the limitations set forth extent not previously vested, in subparagraph accordance with paragraph (a) aboveif Participant terminates Employment due to Enhanced Retirement. (d) Notwithstanding paragraph (a), provided that the Participant has been in continuous Employment since the Grant Date, upon termination of Employment due to Retirement or involuntary termination not for Cause, to the extent not previously vested pursuant to subparagraph (a) above, each third of the Option Shares described in subparagraph (a) above that are unvested as of the date of termination of Employment shall become exercisable in a pro rata amount determined by a fraction with respect to each such unvested third of the Option Shares, the numerator of which shall be the number of months (with any partial months being considered a full month) of the Participant’s Employment from the Grant Date through the date of the Participant’s termination of Employment, and the denominator of which shall be the number of months for the period beginning on the Grant Date and ending on the corresponding anniversary date on which each such unvested third of the Option Shares would have vested pursuant to subparagraph (a) above. If a Participant is eligible for Enhanced Retirement, this paragraph (d) shall not apply and paragraph (c) shall control. (de) For purposes of this Award Agreement, the following definitions apply:

Exercise Schedule. (a) This Option shall become exercisable in three cumulative installments, with one-third of the Option Shares becoming exercisable on the first anniversary of the Grant Date, an additional one-third of the Option Shares becoming exercisable on the second anniversary of the Grant Date, and the final one-third of the Option Shares becoming exercisable on the third anniversary of the Grant Date. The Participant must be in continuous Employment from the Grant Date through the date of exercisability of each installment in order for the Option to become exercisable with respect to additional shares of Common Stock on such date. (b) . This Option shall become fully exercisable, irrespective of the limitations set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment since the Grant Date, upon (1) an involuntary termination of Employment by the Company without Cause or a constructive termination of Employment by the Participant with good reason as defined in Section 10 of the Plan (a “Constructive Termination”), either of which occurs within one year after the occurrence of a Change of Control or (2) any termination of Employment due to death or Disability. (c) . Irrespective of the limitations set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment since the Grant Date, upon termination of Employment due to Retirement or involuntary termination not for Cause, to the extent not previously vested pursuant to subparagraph (a) above, each third of the Option Shares described in subparagraph (a) above that are unvested as of the date of termination of Employment shall become exercisable in a pro rata amount determined by a fraction with respect to each such unvested third of the Option Shares, the numerator of which shall be the number of months (with any partial months being considered a full month) of the Participant’s Employment from the Grant Date through the date of the Participant’s termination of Employment, and the denominator of which shall be the number of months for the period beginning on the Grant Date and ending on the corresponding anniversary date on which each such unvested third of the Option Shares would have vested pursuant to subparagraph (a) above. (d) . For purposes of this Award Agreement, the following definitions apply:

Exercise Schedule. (a) This Option shall become exercisable in three five cumulative installments, with one-third 10% of the Option Shares becoming exercisable on the first anniversary of the Grant Date, ; an additional one-third 15% of the Option Shares becoming exercisable on the second anniversary of the Grant Date, and the final one-third ; an additional 25% of the Option Shares becoming exercisable on the third anniversary of the Grant Date; an additional 25% of the Option Shares becoming exercisable on the fourth anniversary of the Grant Date; and an additional 25% of the Option Shares becoming exercisable on the fifth anniversary of the Grant Date. The Participant must be in continuous Employment from the Grant Date through the date of exercisability of each installment in order for the Option to become exercisable with respect to additional shares of Common Stock on such date. (b) . This Option shall become fully exercisable, irrespective of the limitations set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment since the Grant Date, upon (1) an involuntary termination of Employment by the Company without Cause or a constructive termination of Employment by the Participant with good reason as defined in Section 10 of the Plan (a “Constructive Termination”), either of which occurs within one year after the occurrence of a Change of Control or (2) any termination of Employment due to death or Disability. (c) . Irrespective of the limitations set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment since the Grant Date, upon termination of Employment due to Retirement or involuntary termination not for Cause, to the extent not previously vested pursuant to subparagraph (a) above, each third percentage of the Option Shares described in subparagraph (a) above that are unvested as of the date of termination of Employment shall become exercisable in a pro rata amount determined by a fraction with respect to each such unvested third percentage of the Option Shares, the numerator of which shall be the number of months (with any partial months being considered a full month) of the Participant’s Employment from the Grant Date through the date of the Participant’s termination of Employment, and the denominator of which shall be the number of months for the period beginning on the Grant Date and ending on the corresponding anniversary date on which each such unvested third percentage of the Option Shares would have vested pursuant to subparagraph (a) above. (d) . For purposes of this Award Agreement, the following definitions apply:

Exercise Schedule. (a) This Option shall become exercisable in three cumulative installments, with one-third of the Option Shares becoming exercisable on the first anniversary of the Grant Date, an additional one-third of the Option Shares becoming exercisable on the second anniversary of the Grant Date, and the final one-third of the Option Shares becoming exercisable on the third anniversary of the Grant Date. The Except as provided below, the Participant must be in continuous Employment employment from the Grant Date through the date of exercisability of each installment in order for the Option to become exercisable with respect to additional shares of Common Stock on such date. (b) This Option shall become fully exercisable, irrespective of the limitations set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment employment since the Grant Date, upon (1) an involuntary termination of Employment employment by the Company without Cause or a constructive termination of Employment employment by the Participant with good reason as defined in Section 10 of the Plan (a “Constructive Termination”), either of which occurs within one year after the occurrence of a Change of Control or (2) any termination of Employment employment due to death or Disability. (c) Irrespective of Notwithstanding paragraph (a), this Option shall become fully exercisable, to the limitations set forth extent not previously vested, in subparagraph accordance with paragraph (a) aboveif Participant terminates employment due to Enhanced Retirement. (d) Notwithstanding paragraph (a), provided that the Participant has been in continuous Employment employment since the Grant Date, upon termination of Employment employment due to Retirement or involuntary termination not for Cause, to the extent not previously vested pursuant to subparagraph (a) above, each third of the Option Shares described in subparagraph (a) above that are unvested as of the date of termination of Employment employment shall become exercisable in a pro rata amount determined by a fraction with respect to each such unvested third of the Option Shares, the numerator of which shall be the number of months (with any partial months being considered a full month) of the Participant’s Employment employment from the Grant Date through the date of the Participant’s termination of Employmentemployment, and the denominator of which shall be the number of months for the period beginning on the Grant Date and ending on the corresponding anniversary date on which each such unvested third of the Option Shares would have vested pursuant to subparagraph (a) above. If the Participant is eligible for Enhanced Retirement, this paragraph (d) shall not apply and paragraph (c) shall control. (de) For purposes of this Award Agreement, the following definitions apply:

Exercise Schedule. (a) This Except as otherwise provided in Sections 6 and 7 of this Agreement, or in the Plan, the Option shall become is exercisable in three cumulative installmentsinstallments as provided below, with one-third of which shall be cumulative. To the extent that the Option Shares becoming exercisable on the first anniversary of the Grant Date, an additional one-third of the Option Shares becoming exercisable on the second anniversary of the Grant Date, and the final one-third of the Option Shares becoming exercisable on the third anniversary of the Grant Date. The Participant must be in continuous Employment from the Grant Date through the date of exercisability of each installment in order for the Option to has become exercisable with respect to additional shares a percentage of Common Stock on such date. (b) This Shares as provided below, the Option shall become fully exercisablemay thereafter be exercised by the Optionee, irrespective in whole or in part, at any time or from time to time prior to the expiration of the limitations set forth in subparagraph Option as provided herein. The following table indicates each date (athe “Vesting Date”) aboveupon which the Optionee shall be entitled to exercise the Option with respect to the percentage of Shares granted as indicated beside the date, provided that the Participant has been in continuous Employment since the Grant Date, upon (1) an involuntary termination of Employment by Optionee’s employment or service with the Company without Cause or a constructive termination of Employment by the Participant with good reason as defined in Section 10 of the Plan (a “Constructive Termination”), either of which occurs within one year after the occurrence of a Change of Control or (2) any termination of Employment due to death or Disability. (c) Irrespective of the limitations set forth in subparagraph (a) above, provided that the Participant has been in continuous Employment since the Grant Date, upon termination of Employment due to Retirement or involuntary termination not for Cause, to the extent not previously vested pursuant to subparagraph (a) above, each third of the Option Shares described in subparagraph (a) above that are unvested as of the date of termination of Employment shall become exercisable in a pro rata amount determined by a fraction with respect to each such unvested third of the Option Shares, the numerator of which shall be the number of months (with any partial months being considered a full month) of the Participant’s Employment from the Grant Date through the date of the Participant’s termination of Employment, and the denominator of which shall be the number of months for its Subsidiaries during the period beginning on __________ ___, 2008 (the Grant Date “Vesting Commencement Date”) continues through and ending on the corresponding applicable Vesting Date: 25% First anniversary date of the VestingCommencement Date 50% Second anniversary of the VestingCommencement Date 75% Third anniversary of the VestingCommencement Date 100% Fourth anniversary of the VestingCommencement Date Notwithstanding anything contained herein to the contrary, once the Option has vested and become exercisable with respect to 100% of the Shares, then the Option shall be fully vested and the provisions of the preceding sentence shall cease to apply. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE OPTION CANNOT BE EXERCISED UNTIL THE COMPANY IS AGAIN CURRENT IN ITS PERIODIC REPORT FILINGS WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) AND HAS FILED ALL PERIODIC REPORTS REQUIRED TO BE FILED BY THE COMPANY WITH THE SEC WITHIN THE PRECEDING TWELVE MONTHS. Except as otherwise specifically provided herein, there shall be no proportionate or partial vesting in the periods prior to each Vesting Date, and all vesting shall occur only on which each such the appropriate Vesting Date. Except as otherwise specifically provided herein, upon the termination of the Optionee’s employment or service with the Company and its Subsidiaries, any unvested third portion of the Option Shares would have vested pursuant to subparagraph (a) aboveshall terminate and be null and void. (d) For purposes of this Award Agreement, the following definitions apply: