Common use of Grant and Exercise of Option Clause in Contracts

Grant and Exercise of Option. 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 $.10 per share, at the price of $8.10 per share, upon and subject to the following terms and conditions: (a) The within option may be exercised on or before August 12, 2013(the "Expiration Date") 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 this Agreement, the option may be exercised to the extent of not more than TWENTY-FIVE(25%) PERCENT of the shares granted in Paragraph 1 hereof; (ii) After the expiration of two (2) years from the date of this Agreement, the option may be exercised to the extent of not more than FIFTY(50%) PERCENT of the shares granted in Paragraph 1 hereof; (iii) After the expiration of three(3) years from the date of this Agreement, the option may be exercised to the extent of not more than SEVENTY-FIVE(75%) PERCENT of the shares granted in Paragraph 1 hereof; and (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 ONE HUNDRED (100%) PERCENT of the shares granted in Paragraph 1 hereof. (b) The right to exercise set forth in Paragraph 1(a)(i), (ii),(iii) and (iv) shall , at the option of the Board of Directors, be accelerated to provide for immediate exercise, in the event of a change in control of the Company. (1) For purposes of this Agreement, a change in control of the Company, or in any person directly or indirectly controlling the Company, shall mean: (i) a change in control as such term is presently defined in Regulation 240.12b-2 under the Securities and Exchange Act of 1934; or (ii) if any "person" (as such term is used in Section 13(d) and 14(d) of the Exchange Act) other than the Company or any "person" who on the date of this Agreement is a director or officer of the Company, becomes the "beneficial owner" (as defined in Rule 13(d)-3 under the Exchange Act) directly or indirectly, of securities of the Company representing ten (10%) percent of the voting power of the Company's then outstanding securities; or (iii) if during any period of two (2) consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors, cease for any reason to constitute at least a majority thereof, unless the election of each director who is not a director at the beginning of such period has been approved in advance by directors representing at least two-third (2/3) of the directors then in office who were directors at the beginning of the period. (2) Notwithstanding the foregoing, this paragraph shall have no applicability to any change of control as defined hereunder in the event that: (i) a majority of the Board of Directors in office immediately prior to the event or events resulting in the change of control determine that such change is in the best interests of the Company; or (ii) a majority of the Board of Directors in office immediately prior to the event or events resulting in the change of control determine that such change is not in the best interests of the Company; and thereafter Employee cooperates, assists or acts, directly or indirectly, on behalf of or in connection with the party seeking to acquire control of the Company; it being expressly understood and agreed that in the event the within option is not exercised on or before the Expiration Date, as to any part or all of the shares which may be purchased under the option, the right to purchase such shares shall completely lapse; (c) Each exercise of the within option shall be by delivery to the Company, at its then principal office (attention of the Secretary) of written notice stating the number of shares to be purchased, accompanied by payment in full of the 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, the Optionee may, with the approval of the Board of Directors, exercise his option by tendering to the Company shares of the Company's Common Stock owned by him and having a fair market value (as determined by the Board of Directors in its absolute discretion) equal to the cash exercise price (or the balance thereof) applicable to his option. (d) In the event of each exercise of the within option, the Company shall deliver to the Optionee, personally or at the Optionee's designated address, as soon as practicable, a certificate made out to the Optionee for the number of shares being purchased.

Grant and Exercise of Option. The Company hereby grants to Optionee an option to purchase a total of ___________(_____) 360,000 shares of the authorized and unissued Common Stock of the Company, having a par value of $.10 .0066 per share, at the price of $8.10 3.69 per shareshare (the “Option”), upon and subject to the following terms and conditions: (a) The within option Option may be exercised on or before August 12April 28, 2013(the 2020 (the "Expiration Date") 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 this Agreement, the option Option may be exercised to the extent of not more than up to TWENTY-FIVE(25FIVE (25%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof; (ii) After the expiration of two (2) years from the date of this Agreement, the option may be exercised for up to the extent of not more than FIFTY(50FIFTY (50%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof; (iii) After the expiration of three(3three (3) years from the date of this Agreement, the option Option may be exercised to the extent of not more than up to SEVENTY-FIVE(75FIVE (75%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereofhereof ; and (iv) After the expiration of four (4) years from the date of this Agreement, the option Option may be exercised to the extent of not more than ONE HUNDRED (100%) PERCENT of the shares of Common Stock granted in Paragraph 1 hereof. (v) Notwithstanding the vesting of the Option in accordance with subparagraphs (i)-(iv), above, Optionee shall not have the right to exercise any such vested Options unless the closing market price of the Common Stock on the Nasdaq Stock Market shall be no less than $5.00 per share for at least 10 consecutive trading days prior to the date of exercise. (b) The right to exercise set forth in Paragraph 1(a)(i), (ii),(iii) Option shall be exercisable during the Optionee's lifetime only by the Optionee and (iv) shall not be exercisable by the Optionee unless, at all times since May 3, 2010, and at the option time of the Board of Directors, be accelerated to provide for immediate exercise, in the event such Optionee is an employee of a change in control of the Company. (1) For purposes of this Agreement, a change in control of or providing services to the Company, any parent corporation of the Company or in any person directly Subsidiary or indirectly controlling the CompanyAffiliate, shall meanexcept: (i) a change Upon termination of all such employment or provision of services (other than by death, Total Disability, or by Total Disability followed by death in control as the circumstances provided below), the Optionee may exercise the Option at any time within three months thereafter but only to the extent that the Option is exercisable on the date of such term is presently defined in Regulation 240.12b-2 under the Securities and Exchange Act of 1934; ortermination pursuant to Section 1(a); (ii) if Upon termination of all such employment by Total Disability, the Optionee may exercise the Option at any "person" time within three years thereafter, but only to the extent such Option is exercisable on the date of such termination pursuant to Section 1(a); and (as such term is used in Section 13(diii) and 14(d) In the event of the Exchange Actdeath of the Optionee (x) other than while an employee of or providing services to the Company, any parent corporation of the Company or any "person" Subsidiary or Affiliate, or (y) within three months after termination of all such employment or provision of services (other than for Total Disability), or (z) within three years after termination on account of Total Disability of all such employment or provision of services, the Optionee's estate or any person who acquires the right to exercise such option by bequest or inheritance or by reason of the death of the Optionee may exercise the Option at any time within the period of two years from the date of death. In the case of clauses (x) and (z) above, the Option shall be exercisable in full for all the remaining shares of Common Stock covered hereby, but in the case of clause (y) the Option shall be exercisable only to the extent it was exercisable on the date of this Agreement is such termination of employment pursuant to Section 1(a). (c) In the event of a director or officer Change in Control (a) all Options outstanding on the date of such Change in Control shall become immediately and fully exercisable, and (b) the Optionee will be permitted to surrender for cancellation within sixty (60) days after such Change in Control any portion of the CompanyOption not yet exercised which was granted more than six (6) months prior to the date of such surrender and to receive a cash payment in an amount equal to the excess, becomes the "beneficial owner" (as defined in Rule 13(d)-3 under the Exchange Act) directly or indirectlyif any, of securities the Fair Market Value (on the date of the Company representing ten (10%) percent of the voting power of the Company's then outstanding securities; or (iii) if during any period of two (2) consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors, cease for any reason to constitute at least a majority thereof, unless the election of each director who is not a director at the beginning of such period has been approved in advance by directors representing at least two-third (2/3surrender) of the directors shares of Common Stock then in office who were directors at purchasable under the beginning Option over the aggregate purchase price for such shares of the periodCommon Stock. (2) Notwithstanding the foregoing, this paragraph shall have no applicability to any change of control as defined hereunder in the event that: (i) a majority of the Board of Directors in office immediately prior to the event or events resulting in the change of control determine that such change is in the best interests of the Company; or (ii) a majority of the Board of Directors in office immediately prior to the event or events resulting in the change of control determine that such change is not in the best interests of the Company; and thereafter Employee cooperates, assists or acts, directly or indirectly, on behalf of or in connection with the party seeking to acquire control of the Company; it being expressly understood and agreed that in the event the within option is not exercised on or before the Expiration Date, as to any part or all of the shares which may be purchased under the option, the right to purchase such shares shall completely lapse; (cd) Each exercise of the within option Option shall be by delivery to the Company, at its then principal office (attention of the Secretary) Treasurer), of written notice stating the number of shares of Common Stock to be purchased, accompanied by payment in full of the option price of such sharesshares of Common Stock. The option price shall be payable in United States dollars in cash (i) cash, or by certified (ii) check, bank draft, postal or express money order; provided, however, that in lieu of payment in full in cash, the Optionee may, with the approval of the Board of Directors, exercise his option by tendering to the Company (iii) other shares of the Company's ’s Common Stock owned by him and having which have a fair market value (as determined by Fair Market Value on the Board date of Directors in its absolute discretion) surrender equal to the cash aggregate exercise price of the Shares as to which said Option shall be exercised, or (or iv) consideration received by the balance thereof) applicable to his optionCompany under any cashless exercise program implemented by the Company in connection with the Plan. (de) In the event of each exercise of the within optionOption, the Company shall deliver to the Optionee, personally or at the Optionee's his designated address, as soon as practicable, a certificate made out to the Optionee for the number of shares being purchased. (f) The Option is not intended to be an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended. (g) If at any time, the Company or any Subsidiary or Affiliate is required, under applicable laws and regulations, to withhold, or to make any deduction for any taxes, or take any other action in connection with any Option exercise, the Optionee shall be required to pay to the Company or such Subsidiary or Affiliate, the amount of any taxes required to be withheld, or, in lieu thereof, at the option of the Company, the Company or such Subsidiary or Affiliate may accept Common Stock valued at its Fair Market Value on the date of payment, to cover the amount required to be withheld.

Grant and Exercise of Option. 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 $.10 per share, at the price of $8.10 4.00 per share, upon and subject to the following terms and conditions: (a) The within option may be exercised on or before August 12March 18, 2013(the 2001 (the "Expiration Date") 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 Effective Date (as hereinafter defined) of this Agreement, the option may be exercised to the extent of not more than TWENTYTHIRTY-FIVE(25THREE and ONE-THIRD (33 1/3%) PERCENT of the shares granted in Paragraph 1 hereof; (ii) After the expiration of two (2) years from the date Effective Date of this Agreement, the option may be exercised to the extent of not more than FIFTY(50SIXTY-SIX AND TWO-THIRD (66 2/3%) PERCENT of the shares granted in Paragraph 1 hereof; (iii) After the expiration of three(3three (3) years from the date Effective Date of this Agreement, the option may be exercised to the extent of not more than SEVENTY-FIVE(75%) PERCENT of the shares granted in Paragraph 1 hereof; and (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 for ONE HUNDRED (100%) PERCENT of the shares granted in Paragraph 1 hereof.; (b) The right to exercise set forth in Paragraph 1(a)(i), (ii),(iiiii) and (iviii) shall , at the option of the Board of Directors, be accelerated to provide providing for immediate exercise, in the event of a change in control of the Company. (1) For purposes of this Agreement, a change in control of the Company, or in any person directly or indirectly controlling the Company, shall mean: (i) a change in control as such term is presently defined in Regulation 240.12b-2 under the Securities and Exchange Act of 1934; or (ii) if any "person" (as such term is used in Section 13(d) and 14(d) of the Exchange Act) other than the Company or any "person" who on the date of this Agreement is a director or officer of the Company, becomes the "beneficial owner" (as defined in Rule 13(d)-3 under the Exchange Act) directly or indirectly, of securities of the Company representing ten (10%) percent of the voting power of the Company's then outstanding securities; or (iii) if during any period of two (2) consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors, cease for any reason to constitute at least a majority thereof, unless the election of each director who is not a director at the beginning of such period has been approved in advance by directors representing at least two-third (2/3) of the directors then in office who were directors at the beginning of the period. (2) Notwithstanding the foregoing, this paragraph shall have no applicability to any change of control as defined hereunder in the event that: (i) a majority of the Board of Directors in office immediately prior to the event or events resulting in the change of f control determine that such change is in the best interests of the Company; or (ii) a majority of the Board of Directors in office immediately prior to the event or events resulting in the change of control determine that such change is not in the best interests of the Company; and thereafter Employee cooperates, assists or acts, directly or indirectly, on behalf of or in connection with the party seeking to acquire control of the Company; it being expressly understood and agreed that in the event the within option is not exercised on or before the Expiration Date, as to any part or all of the shares which may be purchased under the option, the right to purchase such shares shall completely lapse; (c) Each exercise of the within option shall be by delivery to the Company, at its then principal office (attention of the Secretary) of written notice stating the number of shares to be purchased, accompanied by payment in full of the 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, the Optionee an optionee may, with the approval of the Board of Directors, exercise his option by tendering to the Company shares of the Company's Common Stock owned by him and having a fair market value (as determined by the Board of Directors in its absolute discretion) equal to the cash exercise price (or the balance thereof) applicable to his option. (d) In the event of each exercise of the within option, the Company shall deliver to the Optionee, personally or at the Optionee's designated address, as soon as practicable, a certificate made out to the Optionee for the number of shares being purchased.

Grant and Exercise of Option. 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 $.10 per share, at the price of $8.10 ____ per share, upon and subject to the following terms and conditions: (a) The within option may be exercised on or before August 12September __, 2013(the 2013 (the "Expiration Date") 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 this Agreement, the option may be exercised to the extent of not more than TWENTY-FIVE(25%) PERCENT of the shares granted in Paragraph 1 hereof; (ii) After the expiration of two (2) years from the date of this Agreement, the option may be exercised to the extent of not more than FIFTY(50%) PERCENT of the shares granted in Paragraph 1 hereof; (iii) After the expiration of three(3) years from the date of this Agreement, the option may be exercised to the extent of not more than SEVENTY-FIVE(75%) PERCENT of the shares granted in Paragraph 1 hereof; and (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 ONE HUNDRED (100%) PERCENT of the shares granted in Paragraph 1 hereof. (b) The right to exercise set forth in Paragraph 1(a)(i1(a)(i),(ii), (ii),(iiiiii) and (iv) shall shall, at the option of the Board of Directors, be accelerated to provide for immediate exercise, exercise in the event of a change in control of the Company. (1) For purposes of this Agreement, a change in control of the Company, or in any person directly or indirectly controlling the Company, shall mean: (i) a change in control as such term is presently defined in Regulation 240.12b-2 under the Securities and Exchange Act of 1934; or (ii) if any "person" (as such term is used in Section 13(d) and 14(d) of the Exchange Act) other than the Company or any "person" who on the date of this Agreement is a director or officer of the Company, becomes the "beneficial owner" (as defined in Rule 13(d)-3 under the Exchange Act) directly or indirectly, of securities of the Company representing ten (10%) percent of the voting power of the Company's then outstanding securities; or (iii) if during any period of two (2) consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors, cease for any reason to constitute at least a majority thereof, unless the election of each director who is not a director at the beginning of such period has been approved in advance by directors representing at least two-third (2/3) of the directors then in office who were directors at the beginning of the period. (2) Notwithstanding the foregoing, this paragraph shall have no applicability to any change of control as defined hereunder in the event that: (i) a majority of the Board of Directors in office immediately prior to the event or events resulting in the change of control determine that such change is in the best interests of the Company; or (ii) a majority of the Board of Directors in office immediately prior to the event or events resulting in the change of control determine that such change is not in the best interests of the Company; and thereafter Employee cooperates, assists or acts, directly or indirectly, on behalf of or in connection with the party seeking to acquire control of the Company; it being expressly understood and agreed that in the event the within option is not exercised on or before the Expiration Date, as to any part or all of the shares which may be purchased under the option, the right to purchase such shares shall completely lapse; (c) Each exercise of the within option shall be by delivery to the Company, at its then principal office (attention of the Secretary) of written notice stating the number of shares to be purchased, accompanied by payment in full of the 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, the Optionee may, with the approval of the Board of Directors, exercise his option by tendering to the Company shares of the Company's Common Stock owned by him and having a fair market value (as determined by the Board of Directors in its absolute discretion) equal to the cash exercise price (or the balance thereof) applicable to his option. (d) In the event of each exercise of the within option, the Company shall deliver to the Optionee, personally or at the Optionee's designated address, as soon as practicable, a certificate made out to the Optionee for the number of shares being purchased.

Grant and Exercise of Option. 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 $.10 .01 per share, at the price of $8.10 14.77 per share, upon and subject to the following terms and conditions: (a) The within option may be exercised on or before August 12November 3, 2013(the 2015 (the "Expiration Date") 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 this Agreement, the option may be exercised to the extent of not more than TWENTYTHIRTY-FIVE(25THREE AND ONE-THIRD (33 1/3%) PERCENT of the shares granted in Paragraph 1 hereof; (ii) After the expiration of two (2) years from the date of this Agreement, the option may be exercised to the extent of not more than FIFTY(50SIXTY-SIX AND TWO-THIRDS (66 2/3%) PERCENT of the shares granted in Paragraph 1 hereof; (iii) After the expiration of three(3) years from the date of this Agreement, the option may be exercised to the extent of not more than SEVENTY-FIVE(75%) PERCENT of the shares granted in Paragraph 1 hereof; and (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 ONE HUNDRED (100%) PERCENT of the shares granted in Paragraph 1 hereof. (b) The right to exercise set forth in Paragraph 1(a)(i), (ii),(iiiii) and (iviii) shall shall, at the option of the Board of Directors, be accelerated to provide for immediate exercise, exercise in the event of a change in control of the Company. (1) For purposes of this Agreement, a change in control of the Company, or in any person directly or indirectly controlling the Company, shall mean: (i) a change in control as such term is presently defined in Regulation 240.12b-2 under the Securities and Exchange Act of 1934; or (ii) if any "person" Aperson@ (as such term is used in Section 13(d) and 14(d) of the Exchange Act) other than the Company or any "person" Aperson@ who on the date of this Agreement is a director or officer of the Company, becomes the "beneficial owner" Abeneficial owner@ (as defined in Rule 13(d)-3 under the Exchange Act) directly or indirectly, of securities of the Company representing ten twenty (1020%) percent of the voting power of the Company's =s then outstanding securities; or (iii) if during any period of two (2) consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors, cease for any reason to constitute at least a majority thereof, unless the election of each director who is not a director at the beginning of such period has been approved in advance by directors representing at least two-third (2/3) of the directors then in office who were directors at the beginning of the period. (2) Notwithstanding the foregoing, this paragraph shall have no applicability to any change of control as defined hereunder in the event that: (i) a majority of the Board of Directors in office immediately prior to the event or events resulting in the change of control determine that such change is in the best interests of the Company; or (ii) a majority of the Board of Directors in office immediately prior to the event or events resulting in the change of control determine that such change is not in the best interests of the Company; and thereafter Employee cooperates, assists or acts, directly or indirectly, on behalf of or in connection with the party seeking to acquire control of the Company; it being expressly understood and agreed that in the event the within option is not exercised on or before the Expiration Date, as to any part or all of the shares which may be purchased under the option, the right to purchase such shares shall completely lapse; (c) Each exercise of the within option shall be by delivery to the Company, at its then principal office (attention of the Secretary) of written notice stating the number of shares to be purchased, accompanied by payment in full of the 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, the Optionee may, with the approval of the Board of Directors, exercise his option by tendering to the Company shares of the Company's Common Stock owned by him and having a fair market value (as determined by the Board of Directors in its absolute discretion) equal to the cash exercise price (or the balance thereof) applicable to his option. (d) In the event of each exercise of the within option, the Company shall deliver to the Optionee, personally or at the Optionee's =s designated address, as soon as practicable, a certificate made out to the Optionee for the number of shares being purchased.

Grant and Exercise of Option. 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 $.10 per share, at the price of $8.10 11.625 per share, upon and subject to the following terms and conditions: (a) The within option may be exercised on or before August 12February 24, 2013(the 2009 (the "Expiration Date") 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 this Agreement, the option may be exercised to the extent of not more than TWENTY-FIVE(25%) PERCENT of the shares granted in Paragraph 1 hereof; FIFTY (ii) After the expiration of two (2) years from the date of this Agreement, the option may be exercised to the extent of not more than FIFTY(50%) PERCENT of the shares granted in Paragraph 1 hereof; (iii) After the expiration of three(3) years from the date of this Agreement, the option may be exercised to the extent of not more than SEVENTY-FIVE(7550%) PERCENT of the shares granted in Paragraph 1 hereof; and (ivii) After the expiration of four two (42) years from the date of this Agreement, the option may be exercised to the extent of not more than ONE HUNDRED (100%) PERCENT of the shares granted in Paragraph 1 hereof. (b) The right to exercise set forth in Paragraph 1(a)(i), (ii),(iii) and (ivii) shall , at the option of the Board of Directors, be accelerated to provide providing for immediate exercise, in the event of a change in control of the Company. (1) For purposes of this Agreement, a change in control of the Company, or in any person directly or indirectly controlling the Company, shall mean: (i) a change in control as such term is presently defined in Regulation 240.12b-2 under the Securities and Exchange Act of 1934; or (ii) if any "person" (as such term is used in Section 13(d) and 14(d) of the Exchange Act) other than the Company or any "person" who on the date of this Agreement is a director or officer of the Company, becomes the "beneficial owner" (as defined in Rule 13(d)-3 under the Exchange Act) directly or indirectly, of securities of the Company representing ten (10%) percent of the voting power of the Company's then outstanding securities; or (iii) if during any period of two (2) consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors, cease for any reason to constitute at least a majority thereof, unless the election of each director who is not a director at the beginning of such period has been approved in advance by directors representing at least two-third (2/3) of the directors then in office who were directors at the beginning of the period. (2) Notwithstanding the foregoing, this paragraph shall have no applicability to any change of control as defined hereunder in the event that: (i) a majority of the Board of Directors in office immediately prior to the event or events resulting in the change of control determine that such change is in the best interests of the Company; or (ii) a majority of the Board of Directors in office immediately prior to the event or events resulting in the change of control determine that such change is not in the best interests of the Company; and thereafter Employee cooperates, assists or acts, directly or indirectly, on behalf of or in connection with the party seeking to acquire control of the Company; it being expressly understood and agreed that in the event the within option is not exercised on or before the Expiration Date, as to any part or all of the shares which may be purchased under the option, the right to purchase such shares shall completely lapse; (c) Each exercise of the within option shall be by delivery to the Company, at its then principal office (attention of the Secretary) of written notice stating the number of shares to be purchased, accompanied by payment in full of the 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, the Optionee may, with the approval of the Board of Directors, exercise his option by tendering to the Company shares of the Company's Common Stock owned by him and having a fair market value (as determined by the Board of Directors in its absolute discretion) equal to the cash exercise price (or the balance thereof) applicable to his option. (d) In the event of each exercise of the within option, the Company shall deliver to the Optionee, personally or at the Optionee's designated address, as soon as practicable, a certificate made out to the Optionee for the number of shares being purchased.

Grant and Exercise of Option. 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 $.10 per share, at the price of $8.10 13.625 per share, upon and subject to the following terms and conditions: (a) The within option may be exercised on or before August 12February 24, 2013(the 2009 (the "Expiration Date") and, within such period, only at the following times and in the following amounts: (i) After the expiration of six (6) months from the date of this Agreement, the option may be exercised to the extent of not more than THIRTY-THREE AND ONE-THIRD (33 1/3%) PERCENT of the shares granted in Paragraph 1 hereof; (ii) After the expiration of one (1) year from the date of this Agreement, the option may be exercised to the extent of not more than TWENTYSIXTY-FIVE(25%) PERCENT of the shares granted in Paragraph 1 hereof; SIX AND TWO-THIRDS (ii) After the expiration of two (2) years from the date of this Agreement, the option may be exercised to the extent of not more than FIFTY(50%) PERCENT of the shares granted in Paragraph 1 hereof; (iii) After the expiration of three(3) years from the date of this Agreement, the option may be exercised to the extent of not more than SEVENTY-FIVE(7566 2/3%) PERCENT of the shares granted in Paragraph 1 hereof; and (iviii) After the expiration of four two (42) years from the date of this Agreement, the option may be exercised to the extent of not more than ONE HUNDRED (100%) PERCENT of the shares granted in Paragraph 1 hereof. (b) The right to exercise set forth in Paragraph 1(a)(i), (ii),(iiiii) and (iviii) shall , at the option of the Board of Directors, be accelerated to provide providing for immediate exercise, in the event of a change in control of the Company. (1) For purposes of this Agreement, a change in control of the Company, or in any person directly or indirectly controlling the Company, shall mean: (i) a change in control as such term is presently defined in Regulation 240.12b-2 under the Securities and Exchange Act of 1934; or (ii) if any "person" (as such term is used in Section 13(d) and 14(d) of the Exchange Act) other than the Company or any "person" who on the date of this Agreement is a director or officer of the Company, becomes the "beneficial owner" (as defined in Rule 13(d)-3 under the Exchange Act) directly or indirectly, of securities of the Company representing ten (10%) percent of the voting power of the Company's then outstanding securities; or (iii) if during any period of two (2) consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors, cease for any reason to constitute at least a majority thereof, unless the election of each director who is not a director at the beginning of such period has been approved in advance by directors representing at least two-third (2/3) of the directors then in office who were directors at the beginning of the period. (2) Notwithstanding the foregoing, this paragraph shall have no applicability to any change of control as defined hereunder in the event that: (i) a majority of the Board of Directors in office immediately prior to the event or events resulting in the change of control determine that such change is in the best interests of the Company; or (ii) a majority of the Board of Directors in office immediately prior to the event or events resulting in the change of control determine that such change is not in the best interests of the Company; and thereafter Employee cooperates, assists or acts, directly or indirectly, on behalf of or in connection with the party seeking to acquire control of the Company; it being expressly understood and agreed that in the event the within option is not exercised on or before the Expiration Date, as to any part or all of the shares which may be purchased under the option, the right to purchase such shares shall completely lapse; (c) Each exercise of the within option shall be by delivery to the Company, at its then principal office (attention of the Secretary) of written notice stating the number of shares to be purchased, accompanied by payment in full of the 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, the Optionee may, with the approval of the Board of Directors, exercise his option by tendering to the Company shares of the Company's Common Stock owned by him and having a fair market value (as determined by the Board of Directors in its absolute discretion) equal to the cash exercise price (or the balance thereof) applicable to his option. (d) In the event of each exercise of the within option, the Company shall deliver to the Optionee, personally or at the Optionee's designated address, as soon as practicable, a certificate made out to the Optionee for the number of shares being purchased.

Grant and Exercise of Option. The Company hereby grants to Optionee -------------------------------- an option to purchase a total of ___________(_____) [AMOUNT IN WORDS] [AMOUNT IN NUMBERS] shares of the authorized and unissued Common Stock of the Company, having a par value of $.10 per share, at the price of $8.10 8.55 per share, upon and subject to the following terms and conditions: (a) The within option may be exercised on or before August 12June 19, 2013(the 2015 (the "Expiration Date") 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 this Agreement, the option may be exercised to the extent of not more than TWENTY-FIVE(25%) PERCENT of the shares granted in Paragraph 1 hereof; (ii) After the expiration of two (2) years from the date of this Agreement, the option may be exercised to the extent of not more than FIFTY(50%) PERCENT of the shares granted in Paragraph 1 hereof; (iii) After the expiration of three(3) years from the date of this Agreement, the option may be exercised to the extent of not more than SEVENTY-FIVE(75%) PERCENT of the shares granted in Paragraph 1 hereof; and (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 ONE HUNDRED (100%) PERCENT of the shares granted in Paragraph 1 hereof. (b) The right to exercise set forth in Paragraph 1(a)(i), (ii),(iii) and (iv) shall shall, at the option of the Board of Directors, be accelerated to provide for immediate exercise, exercise in the event of a change in control of the Company. (1) For purposes of this Agreement, a change in control of the Company, or in any person directly or indirectly controlling the Company, shall mean: (i) a change in control as such term is presently defined in Regulation 240.12b-2 240.12b-under the Securities and Exchange Act of 1934; or (ii) if any "person" (as such term is used in Section 13(d) and 14(d) of the Exchange Act) other than the Company or any "person" who on the date of this Agreement is a director or officer of the Company, becomes the "beneficial owner" (as defined in Rule 13(d)-3 under the Exchange Act) directly or indirectly, of securities of the Company representing ten (10%) percent of the voting power of the Company's then outstanding securities; or (iii) if during any period of two (2) consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors, cease for any reason to constitute at least a majority thereof, unless the election of each director who is not a director at the beginning of such period has been approved in advance by directors representing at least two-third (2/3) of the directors then in office who were directors at the beginning of the period. (2) Notwithstanding the foregoing, this paragraph shall have no applicability to any change of control as defined hereunder in the event that: (i) a majority of the Board of Directors in office immediately prior to the event or events resulting in the change of control determine that such change is in the best interests of the Company; or (ii) a majority of the Board of Directors in office immediately prior to the event or events resulting in the change of control determine that such change is not in the best interests of the Company; and thereafter Employee cooperates, assists or acts, directly or indirectly, on behalf of or in connection with the party seeking to acquire control of the Company; it being expressly understood and agreed that in the event the within option is not exercised on or before the Expiration Date, as to any part or all of the shares which may be purchased under the option, the right to purchase such shares shall completely lapse; (c) Each exercise of the within option shall be by delivery to the Company, at its then principal office (attention of the Secretary) of written notice stating the number of shares to be purchased, accompanied by payment in full of the 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, the Optionee may, with the approval of the Board of Directors, exercise his option by tendering to the Company shares of the Company's Common Stock owned by him and having a fair market value (as determined by the Board of Directors in its absolute discretion) equal to the cash exercise price (or the balance thereof) applicable to his option. (d) In the event of each exercise of the within option, the Company shall deliver to the Optionee, personally or at the Optionee's designated address, as soon as practicable, a certificate made out to the Optionee for the number of shares being purchased.