Common use of Grant and Terms of Option Clause in Contracts

Grant and Terms of Option. Pursuant to action of the Committee, which action was taken on , 200 (“Date of Grant”), the Company grants to Optionee the option to purchase all or any part of ( ) shares of the common stock of the Company, for a period of ten (10) years from the Date of Grant, at the purchase price of $ per share; provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to the first anniversary of the Date of Grant; that at any time during the term of this option on or after the first anniversary of the Date of Grant, Optionee may purchase up to 25% of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of the Date of Grant during the term of this option, Optionee may purchase up to an additional 2.0833% of the total number of shares to which this option relates; so on the fourth anniversary of the Date of Grant during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and if Optionee’s employment is terminated in contemplation of, or within one (1) year after, the Change of Control, Optionee may purchase 100% of the total number of shares to which this option relates. However, in no event may this option or any part thereof be exercised after the expiration of ten (10) years from the Date of Grant. The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Committee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Committee, by a combination of methods of payment specified in clauses (i) and (ii). In addition, Optionee may effect a “cashless exercise” of this option in which the option shares are sold through a broker and a portion of the proceeds to cover the exercise price is paid to the Company, or otherwise, all in accordance with the rules and procedures adopted by the Committee. Provided, however, that no shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means:

Grant and Terms of Option. Pursuant to action of the Committee, which action was taken on , 200 (“Date of Grant”), the Company hereby grants to Optionee the option to purchase all or any part of ( «number» (<<numeral1) shares of the common stock Common Stock of the Company, of the par value of $.01 per share (“Common Stock”), for a period of ten (10) years from the Date of Grantdate hereof, at the purchase price of $ per share; provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to during the first anniversary year of the Date of Grantterm hereof; that at any time during the term of this option on or after the first anniversary end of the Date first year of Grantthe term hereof, Optionee may purchase up to 2520% of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of the Date of Grant at any time during the term of this optionoption after the end of the second year of the term hereof, Optionee may purchase up to an additional 2.083320% of the total number of shares to which this option relates; so on that at any time during the term of this option after the end of the third year of the term hereof, Optionee may purchase up to an additional 20% of the total number of shares to which this option relates; that at any time during the terms of this option after the end of the fourth anniversary year of the Date term hereof, Optionee may purchase up to an additional 20% of Grant the total number of shares to which this option relates; and that at any time during the term of this option after the end of the fifth year of the term hereof, Optionee may purchase an additional 20% of the total number of shares to which the option relates; so that upon expiration of the fifth year of the term hereof, and thereafter during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and if Optionee’s employment is terminated in contemplation of, or within one (1) year after, the Change of Control, Optionee may purchase 100% of the total number of shares to which this option relates. However, in In no event may this option or any part thereof be exercised after the expiration of ten (10) years from the Date of Grantdate hereof. The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Committee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Committee, by a combination of methods of payment specified in clauses (i) and (ii). In addition, Optionee may effect a “cashless exercise” of this option in which the option shares are sold through a broker and a portion of the proceeds to cover the exercise price is paid to the Company, or otherwise, all in accordance with Paragraph 7 of the rules and procedures adopted by the CommitteePlan. Provided, however, that no No shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Optionincentive stock option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option incentive stock option was granted. For the purposes of this Agreement, a Change of Control means:.

Grant and Terms of Option. Pursuant to action of the Committee, which action was taken on , 200 (“Date of Grant”), the Company hereby grants to Optionee the option to purchase all or any part of ( ___________ (__________) shares of the common stock Common Stock of the Company, of the par value of $.01 per share ("Common Stock"), for a period of ten (10) years from the Date of Grantdate hereof, at the purchase price of $ per share; provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to during the first anniversary year of the Date of Grantterm hereof; that at any time during the term of this option on or after the first anniversary end of the Date first year of Grantthe term hereof, Optionee may purchase up to 2520% of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of the Date of Grant at any time during the term of this optionoption after the end of the second year of the term hereof, Optionee may purchase up to an additional 2.083320% of the total number of shares to which this option relates; so on that at any time during the term of this option after the end of the third year of the term hereof, Optionee may purchase up to an additional 20% of the total number of shares to which this option relates; that at any time during the terms of this option after the end of the fourth anniversary year of the Date term hereof, Optionee may purchase up to an additional 20% of Grant the total number of shares to which this option relates; and that at any time during the term of this option after the end of the fifth year of the term hereof, Optionee may purchase an additional 20% of the total number of shares to which the option relates; so that upon expiration of the fifth year of the term hereof, and thereafter during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and if Optionee’s employment is terminated in contemplation of, or within one (1) year after, the Change of Control, Optionee may purchase 100% of the total number of shares to which this option relates. However, in In no event may this option or any part thereof be exercised after the expiration of ten (10) years from the Date of Grantdate hereof. The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Committee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Committee, by a combination of methods of payment specified in clauses (i) and (ii). In addition, Optionee may effect a “cashless exercise” of this option in which the option shares are sold through a broker and a portion of the proceeds to cover the exercise price is paid to the Company, or otherwise, all in accordance with Paragraph 7 of the rules and procedures adopted by the CommitteePlan. Provided, however, that no No shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Optionincentive stock option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option incentive stock option was granted. For the purposes of this Agreement, a Change of Control means:.

Grant and Terms of Option. Pursuant The Company grants to action Optionee, effective as of the Committee, which action was taken on , 200 date hereof (“"Date of Grant”"), the Company grants to Optionee the option to purchase all or any part of ( ) shares 30,000 SHARES of the common stock of the CompanyCommon Stock, for a period of ten (10) years from the Date of Grant, at the purchase price of $ per shareEIGHT DOLLARS ($8.00) PER SHARE; provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to the first anniversary of the Date of Grant; that at any time during the term of this option on or until after the first third anniversary of the Date of Grant, Optionee may purchase up to 25% so that upon the expiration of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of third year from the Date of Grant during (the term 15th day of this optionOctober, Optionee may purchase up to an additional 2.0833% of the total number of shares to which this option relates; so on the fourth anniversary of the Date of Grant 2005) and thereafter during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates, subject however to the express limitations the Plan including but not limited to Paragraphs 7, 8, 9 and 10. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and if Optionee’s employment is terminated in contemplation of, or within one (1) year after, the Change of Control, Optionee may purchase 100% of the total number of shares to which this option relatesrelates so long as such Change of Control occurs at least six months after the Date of Grant. However, in In no event may this option or any part thereof be exercised after the expiration of ten (10) years from the Date of Grant. The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Committee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Committee, by a combination of methods of payment specified in clauses (i) and (ii). In addition, Optionee may effect a “cashless exercise” of this option in which the option shares are sold through a broker and a portion of the proceeds to cover the exercise price is paid to the Company, or otherwise, all in accordance with Paragraphs 6 and 8 of the rules and procedures adopted by the CommitteePlan. Provided, however, that no No shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means:

Grant and Terms of Option. Pursuant to action of the Committee, which action was taken on , 200 (“Date of Grant”)Committee or the CEO under delegated authority, the Company hereby grants to Optionee the option to purchase all or any part of ( (___) shares of the common stock Common Stock of the Company, par value of $0.0001 per share (“Common Stock”) for a period of ten (10) years from the Date of Grantdate hereof, at the purchase price of $ $[option price must not be less than 100% of fair market value or par value] per share; provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to during the first anniversary year of the Date of Grantterm hereof; that at any time during the term of this option on or after the first anniversary end of the Date first year of Grant, the term hereof Optionee may purchase up to 25[one-third] [20%] of the total number of shares to which this option relates; that at any time during the term of this option after the end of the second year of the term hereof Optionee may purchase up to an additional [one-third] [20%] of the total number of shares to which this option relates; [that at any time during the term of this option after the end of the third year of the term hereof Optionee may purchase up to an additional 20% of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of the Date of Grant at any time during the term of this option, option after the end of the fourth year of the term hereof Optionee may purchase up to an additional 2.083320% of the total number of shares to which this option relates;] and that at any time during the term of this option after the end of the [third] [fifth] year of the term hereof Optionee may purchase up to an additional [one-third] [20%] of the total number of shares to which this option relates; so on the fourth anniversary that upon expiration of the Date [third] [fifth] year of Grant the term of this option, and thereafter during the term hereof, Optionee will have become entitled eligible to purchase the entire number of shares to which this option relates. The foregoing right to exercise is subject to the provisions of Sections 6 and 7 hereof. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defineddefined in the Plan) and if Optionee’s employment is terminated in contemplation of, or within one (1) year after, the Change of Control, Optionee may purchase 100% of the total number of shares to which this option relates. However, in In no event may this option or any part thereof be exercised after the expiration of ten (10) years from the Date of Grantdate hereof. The purchase price of the shares subject to the option may must be paid for (i) in cash, (ii) in the discretion of the Committee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Committee, by a combination of methods of payment specified in clauses (i) and (ii). In addition, The Optionee may effect a “cashless exercise” of this option in which the option shares are sold through a broker and a portion of the proceeds is required to cover the exercise price is paid pay any applicable amounts to the Company, Company in cash for federal and state taxes or otherwise, all otherwise in satisfaction of withholding obligations in accordance with Paragraph 7 of the rules and procedures adopted by the Committee. Provided, however, that no shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means:Plan.

Grant and Terms of Option. Pursuant to action of the Committee, which action was taken on January 27, 200 (“Date of Grant”), 2003 the Company grants to Optionee Optionee, effective as of the date hereof ("Date of Grant"), the option to purchase all or any part of ( ) shares _______ SHARES of the common stock of the CompanyCommon Stock, for a period of ten (10) years from the Date of Grant, at the purchase price of $ per share$______ PER SHARE; provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to until the first anniversary end of the Date of Grant; that at any time during the term of this option on or after the first anniversary of third year from the Date of Grant, Optionee may purchase up to 25% so that upon the expiration of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of third year from the Date of Grant during the term of this option, Optionee may purchase up to an additional 2.0833% of the total number of shares to which this option relates; so on the fourth anniversary of the Date of Grant and thereafter during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and if Optionee’s employment is terminated in contemplation of, or within one (1) year after, the Change of Control, Optionee may purchase 100% of the total number of shares to which this option relatesrelates so long as such Change of Control occurs at least six months after the Date of Grant. However, in In no event may this option or any part thereof be exercised after the expiration of ten (10) years from the Date of Grant. The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Committee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Committee, by a combination of methods of payment specified in clauses (i) and (ii). In addition, Optionee may effect a “cashless exercise” of this option in which the option shares are sold through a broker and a portion of the proceeds to cover the exercise price is paid to the Company, or otherwise, all in accordance with Paragraphs 6 and 8 of the rules and procedures adopted by the CommitteePlan. Provided, however, that no No shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means:.

Grant and Terms of Option. Pursuant to action of the Committee, which action was taken on , 200 _________________ (“"Date of Grant”"), the Company grants to Optionee the option to purchase all or any part of ( ______________________________ (________) shares of the common stock Common Stock of the Company, of the par value of $0.01 per share ("Common Stock"), for a period of ten five (105) years from the Date of Grant, at the purchase price of $ $___________ per share; provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to during the first anniversary year of the Date of Grantterm hereof; that at any time during the term of this option on or after the end of the first anniversary of year from the Date of Grant, Optionee may purchase up to 2533-1/3% of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of the Date of Grant at any time during the term of this optionoption after the end of the second year from the Date of Grant, Optionee may purchase up to an additional 2.083333-1/3% of the total number of shares to which this option relates; and that at any time after the end of the third year from the Date of Grant, Optionee may purchase up to an additional 33-1/3% of the total number of shares to which this option relates; so on that upon the fourth anniversary expiration of the third year from the Date of Grant and thereafter during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and if Optionee’s employment is terminated in contemplation of, or within one (1) year after, the Change of Control, Optionee may purchase 100% of the total number of shares to which this option relates. However, in In no event may this option or any part thereof be exercised after the expiration of ten five (105) years from the Date of Grant. The Without further action or approval by the Committee, the purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Committee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Committee, by a combination of methods of payment specified in clauses (i) and (ii). In addition, but only if Optionee may effect a “cashless exercise” of this option in which the option has owned any shares are sold through a broker and a portion of the proceeds to cover the exercise price is paid to the Company, or otherwisebe tendered for at least six (6) months, all in accordance with Section 7(b) of the rules and procedures adopted by the CommitteePlan. Provided, however, that no No shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means:.

Grant and Terms of Option. Pursuant to action of the Committee, which action was taken on , 200 (“"Date of Grant”"), the Company grants to Optionee the option to purchase all or any part of ( ) shares of the common stock Common Stock of the Company, of the par value of $0.01 per share ("Common Stock"), for a period of ten (10) years from the Date of Grant, at the purchase price of $ per share; provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to during the first anniversary year of the Date of Grantterm hereof; that at any time during the term of this option on or after the end of the first anniversary of year from the Date of Grant, Optionee may purchase up to 2533-1/3% of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of the Date of Grant at any time during the term of this optionoption after the end of the second year from the Date of Grant, Optionee may purchase up to an additional 2.083333-1/3% of the total number of shares to which this option relates; and that at any time after the end of the third year from the Date of Grant, Optionee may purchase up to an additional 33-1/3% of the total number of shares to which this option relates; so on that upon the fourth anniversary expiration of the third year from the Date of Grant and thereafter during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and if Optionee’s employment is terminated in contemplation of, or within one (1) year after, the Change of Control, Optionee may purchase 100% of the total number of shares to which this option relates. However, in In no event may this option or any part thereof be exercised after the expiration of ten (10) years from the Date of Grant. The Without further action or approval by the Committee, the purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the CommitteeGeneral Counsel of the Company, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the CommitteeGeneral Counsel of the Company, by a combination of methods of payment specified in clauses (i) and (ii). In addition, but only if Optionee may effect a “cashless exercise” of this option in which the option has owned any shares are sold through a broker and a portion of the proceeds to cover the exercise price is paid to the Company, or otherwisebe tendered for at least six (6) months, all in accordance with Paragraph 6 of the rules and procedures adopted by the CommitteePlan. Provided, however, that no No shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means:.

Grant and Terms of Option. Pursuant to action of the Committee, which action was taken on , 200 (“"Date of Grant”"), the Company grants to Optionee the option to purchase all or any part of ( ) shares of the common stock Common Stock of the Company, of the par value of $0.01 per share ("Common Stock"), for a period of ten (10) years from the Date of Grant, at the purchase price of $ per share; provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to during the first anniversary year of the Date of Grantterm hereof; that at any time during the term of this option on or after the end of the first anniversary of year from the Date of Grant, Optionee may purchase up to 2533-1/3% of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of the Date of Grant at any time during the term of this optionoption after the end of the second year from the Date of Grant, Optionee may purchase up to an additional 2.083333-1/3% of the total number of shares to which this option relates; and that at any time after the end of the third year from the Date of Grant, Optionee may purchase up to an additional 33-1/3% of the total number of shares to which this option relates; so on that upon the fourth anniversary expiration of the third year from the Date of Grant and thereafter during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and if Optionee’s employment is terminated in contemplation of, or within one (1) year after, the Change of Control, Optionee may purchase 100% of the total number of shares to which this option relates. However, in In no event may this option or any part thereof be exercised after the expiration of ten (10) years from the Date of Grant. The Without further action or approval by the Committee, the purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the CommitteeGeneral Counsel of the Company, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the CommitteeGeneral Counsel, by a combination of methods of payment specified in clauses (i) and (ii). In addition, but only if Optionee may effect a “cashless exercise” of this option in which the option has owned any shares are sold through a broker and a portion of the proceeds to cover the exercise price is paid to the Company, or otherwisebe tendered for at least six (6) months, all in accordance with Paragraph 6 of the rules and procedures adopted by the Committee. Provided, however, that no shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means:Plan.

Grant and Terms of Option. Pursuant The Company grants to action Optionee, effective as of the Committee, which action was taken on , 200 date hereof (“"Date of Grant”"), the Company grants to Optionee the option to purchase all or any part of ( ) shares 30,000 SHARES of the common stock of the CompanyCommon Stock, for a period of ten (10) years from the Date of Grant, at the purchase price of $ per shareEIGHT DOLLARS ($8.00) PER SHARE; provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to the first anniversary of the Date of Grant; that at any time during the term of this option on or until after the first third anniversary of the Date of Grant, Optionee may purchase up to 25% so that upon the expiration of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of third year from the Date of Grant during (the term 15th day of this optionOctober, Optionee may purchase up to an additional 2.0833% of the total number of shares to which this option relates; so on the fourth anniversary of the Date of Grant 2005) and thereafter during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates, subject however to the express limitations the Plan including but not limited to Paragraphs 7, 8, 9 and 10. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and if Optionee’s employment is terminated in contemplation of, or within one (1) year after, the Change of Control, Optionee may purchase 100% of the total number of shares to which this option relatesrelates so long as such Change of Control occurs at least six months after the Date of Grant. However, in In no event may this option or any part thereof be exercised after the expiration of ten (10) years from the Date of Grant. The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Committee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Committee, by a combination of methods of payment specified in clauses (i) and (ii). In addition, Optionee may effect a “cashless exercise” of this option in which the option shares are sold through a broker and a portion of the proceeds to cover the exercise price is paid to the Company, or otherwise, all in accordance with Paragraphs 6 and 8 of the rules and procedures adopted by the CommitteePlan. Provided, however, that no No shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means:.

Grant and Terms of Option. Pursuant to action of the Committee, which action was taken on , 200 (“"Date of Grant”"), the Company grants to Optionee the option to purchase all or any part of ( ) shares of the common stock Common Stock of the Company, of the par value of $0.01 per share ("Common Stock"), for a period of ten (10) years from the Date of Grant, at the purchase price of $ per share; provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to during the first anniversary year of the Date of Grantterm hereof; that at any time during the term of this option on or after the end of the first anniversary of year from the Date of Grant, Optionee may purchase up to 2533-1/3% of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of the Date of Grant at any time during the term of this optionoption after the end of the second year from the Date of Grant, Optionee may purchase up to an additional 2.083333-1/3% of the total number of shares to which this option relates; and that at any time after the end of the third year from the Date of Grant, Optionee may purchase up to an additional 33-1/3% of the total number of shares to which this option relates; so on that upon the fourth anniversary expiration of the third year from the Date of Grant and thereafter during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and if Optionee’s employment is terminated in contemplation of, or within one (1) year after, the Change of Control, Optionee may purchase 100% of the total number of shares to which this option relates. However, in In no event may this option or any part thereof be exercised after the expiration of ten (10) years from the Date of Grant. The Without further action or approval by the Committee, the purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the CommitteeGeneral Counsel of the Company, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the CommitteeGeneral Counsel of the Company, by a combination of methods of payment specified in clauses (i) and (ii). In addition, but only if Optionee may effect a “cashless exercise” of this option in which the option has owned any shares are sold through a broker and a portion of the proceeds to cover the exercise price is paid to the Company, or otherwise, all in accordance with the rules and procedures adopted by the Committee. Provided, however, that no shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and six (ii6) at least two years have elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means:months,

Grant and Terms of Option. Pursuant to action of the Committee, which action was taken on , 200 _________________(“"Date of Grant”"), the Company grants to Optionee the option to purchase all or any part of ( ________________________________ (________) shares of the common stock Common Stock of the Company, of the par value of $0.01 per share ("Common Stock"), for a period of ten (10) years from the Date of Grant, at the purchase price of $ $___________ per share; provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to during the first anniversary year of the Date of Grantterm hereof; that at any time during the term of this option on or after the end of the first anniversary of year from the Date of Grant, Optionee may purchase up to 2533-1/3% of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of the Date of Grant at any time during the term of this optionoption after the end of the second year from the Date of Grant, Optionee may purchase up to an additional 2.083333-1/3% of the total number of shares to which this option relates; and that at any time after the end of the third year from the Date of Grant, Optionee may purchase up to an additional 33-1/3% of the total number of shares to which this option relates; so on that upon the fourth anniversary expiration of the third year from the Date of Grant and thereafter during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and if Optionee’s employment is terminated in contemplation of, or within one (1) year after, the Change of Control, Optionee may purchase 100% of the total number of shares to which this option relates. However, in In no event may this option or any part thereof be exercised after the expiration of ten (10) years from the Date of Grant. The Without further action or approval by the Committee, the purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Committee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Committee, by a combination of methods of payment specified in clauses (i) and (ii). In addition, but only if Optionee may effect a “cashless exercise” of this option in which the option has owned any shares are sold through a broker and a portion of the proceeds to cover the exercise price is paid to the Company, or otherwisebe tendered for at least six (6) months, all in accordance with Section 7(b) of the rules and procedures adopted by the Committee. Provided, however, that no shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means:Plan.

Grant and Terms of Option. Pursuant to action of the Committee------------------------- Special Committee for Employment Agreements of the Board of Directors, which action was taken on February 27, 200 1998, effective March 1, 1998 (“"Date of Grant”"), the Company grants to Optionee the option to purchase all or any part of ( twenty-five thousand (25,000) shares of the common stock Common Stock of the Company, for a period of ten the par value of $1.00 per share (10"Common Stock") years from the Date of Grant, at the purchase price of $ $10.00 per share; provided, however, that the . The right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to during the first anniversary year of the Date of Grantterm hereof; that at any time during the term of this option on or after the end of the first anniversary of year from the Date of Grant, Optionee may purchase up to 2520% of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of the Date of Grant at any time during the term of this optionoption after the end of the second year from the Date of Grant, Optionee may purchase up to an additional 2.083320% of the total number of shares to which this option relates; and that at any time after the end of the third year from the Date of Grant, Optionee may purchase up to an additional 20% of the total number of shares to which this option relates; that at any time during the term of this option after the end of the fourth year from the Date of Grant, Optionee may purchase up to an additional 20% of the total number of shares to which this option relates; and that at any time after the end of the fifth year from the Date of Grant, Optionee may purchase up to an additional 20% of the total number of shares to which this option relates; so on that upon the fourth anniversary expiration of the fifth year from the Date of Grant and thereafter during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and if Optionee’s 's employment is terminated for any reason other than one described in contemplation ofParagraph 5, or within one (1) year after, in the Change event the Company shall sell all or substantially all of Controlits assets or is otherwise liquidated, Optionee may purchase 100% of the total number of shares to which this option relatesrelates so long as such sale or liquidation or termination occurs prior to the time the option by its own terms would have expired. However, in no event Optionee may this exercise each portion of the option or any part thereof be exercised after the expiration for a period of ten five (105) years from the Date of Grantafter each such portion becomes exercisable as hereinabove set forth. The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the CommitteeBoard of Directors, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the CommitteeBoard of Directors, by a combination of methods of payment specified in clauses (i) and (ii). In addition, Optionee may effect a “cashless exercise” of this option in which the option shares are sold through a broker and a portion of the proceeds to cover the exercise price is paid to the Company, or otherwise, all in accordance with the rules and procedures adopted by the Committee. Provided, however, that no shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means:.

Grant and Terms of Option. Pursuant The Company grants to action Optionee, effective as of the Committee, which action was taken on , 200 date hereof (“Date of Grant”), the Company grants to Optionee the option to purchase all or any part of ( ) 30,000 shares of the common stock of the CompanyCommon Stock, for a period of ten (10) years from the Date of Grant, at the purchase price of $ Eight Dollars ($8.00) per share; provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to the first anniversary of the Date of Grant; that at any time during the term of this option on or until after the first third anniversary of the Date of Grant, Optionee may purchase up to 25% so that upon the expiration of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of third year from the Date of Grant during (the term 15th day of this optionOctober, Optionee may purchase up to an additional 2.0833% of the total number of shares to which this option relates; so on the fourth anniversary of the Date of Grant 2005) and thereafter during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates, subject however to the express limitations the Plan including but not limited to Paragraphs 7, 8, 9 and 10. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and if Optionee’s employment is terminated in contemplation of, or within one (1) year after, the Change of Control, Optionee may purchase 100% of the total number of shares to which this option relatesrelates so long as such Change of Control occurs at least six months after the Date of Grant. However, in In no event may this option or any part thereof be exercised after the expiration of ten (10) years from the Date of Grant. The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Committee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Committee, by a combination of methods of payment specified in clauses (i) and (ii). In addition, Optionee may effect a “cashless exercise” of this option in which the option shares are sold through a broker and a portion of the proceeds to cover the exercise price is paid to the Company, or otherwise, all in accordance with Paragraphs 6 and 8 of the rules and procedures adopted by the CommitteePlan. Provided, however, that no No shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means:

Grant and Terms of Option. Pursuant to action of the Committee------------------------- Special Committee for Employment Agreements of the Board of Directors, which action was taken on February 27, 200 1998, effective March 1, 1998 (“"Date of Grant”"), the Company grants to Optionee the option to purchase all or any part of ( fifty thousand (50,000) shares of the common stock Common Stock of the Company, for a period of ten the par value of $1.00 per share (10"Common Stock") years from the Date of Grant, at the purchase price of $ $10.00 per share; provided, however, that the . The right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to during the first anniversary year of the Date of Grantterm hereof; that at any time during the term of this option on or after the end of the first anniversary of year from the Date of Grant, Optionee may purchase up to 2520% of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of the Date of Grant at any time during the term of this optionoption after the end of the second year from the Date of Grant, Optionee may purchase up to an additional 2.083320% of the total number of shares to which this option relates; and that at any time after the end of the third year from the Date of Grant, Optionee may purchase up to an additional 20% of the total number of shares to which this option relates; that at any time during the term of this option after the end of the fourth year from the Date of Grant, Optionee may purchase up to an additional 20% of the total number of shares to which this option relates; and that at any time after the end of the fifth year from the Date of Grant, Optionee may purchase up to an additional 20% of the total number of shares to which this option relates; so on that upon the fourth anniversary expiration of the fifth year from the Date of Grant and thereafter during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and if Optionee’s 's employment is terminated for any reason other than one described in contemplation ofParagraph 5, or within one (1) year after, in the Change event the Company shall sell all or substantially all of Controlits assets or is otherwise liquidated, Optionee may purchase 100% of the total number of shares to which this option relatesrelates so long as such sale or liquidation or termination occurs prior to the time the option by its own terms would have expired. However, in no event Optionee may this exercise each portion of the option or any part thereof be exercised after the expiration for a period of ten five (105) years from the Date of Grantafter each such portion becomes exercisable as hereinabove set forth. The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the CommitteeBoard of Directors, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the CommitteeBoard of Directors, by a combination of methods of payment specified in clauses (i) and (ii). In addition, Optionee may effect a “cashless exercise” of this option in which the option shares are sold through a broker and a portion of the proceeds to cover the exercise price is paid to the Company, or otherwise, all in accordance with the rules and procedures adopted by the Committee. Provided, however, that no shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means:.

Grant and Terms of Option. Pursuant to action of the Committee, which action was taken on , 200 the date of this Agreement (“Date of Grant”), but subject to Section 1 of this Agreement, the Company hereby grants to Optionee the option to purchase all or any part of ( an aggregate of Three Hundred Twenty Thousand (320,000) shares of the common stock of the CompanyCommon Stock, for a period of ten six (106) years from the Date of Grantdate hereof (subject to earlier termination as provided in this Agreement), at the purchase price of $ Four and 25/100 Dollars ($4.25) per shareshare (the “Base Price”), which is equal to the fair market value of the Common Stock based upon the closing price of the Common Stock on the date immediately prior to the date hereof. Such grant is full-vested and exercisable (in whole or in part) as of the date hereof and shall expire on the sixth (6th) anniversary of the date hereof (to the extent not exercised) (the “Expiration Date”) unless otherwise earlier terminated pursuant to the terms of this Agreement or the Plan. If the option granted pursuant to this Agreement or a portion thereof is exercised by the Optionee prior to the Expiration Date in accordance with the terms and conditions of this Agreement, the aggregate Base Price to be paid upon such exercise shall be payable in whole or in part by immediately available funds (by wire transfer, certified check or cashier’s check); provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to the first anniversary of the Date of Grant; that at any time during the term of this option on or after the first anniversary of the Date of Grant, Optionee may purchase up to 25% of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of the Date of Grant during the term of this option, Optionee may purchase up to an additional 2.0833% of the total number of shares to which this option relates; so on the fourth anniversary of the Date of Grant during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and if Optionee’s employment is terminated in contemplation of, or within one (1) year after, the Change of Control, Optionee may purchase 100% of the total number of shares to which this option relates. However, in no event may this option or any part thereof be exercised after the expiration of ten (10) years from the Date of Grant. The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Committee, the aggregate Base Price payable upon exercise of the option granted pursuant to this Agreement may be made through (a) a cashless exercise procedure (i.e., the number of shares to be received will be equal to (i) the number of shares exercised by tender the Optionee less (ii) the number of shares (valued at their fair market value as of the close of business on the last trading date immediately prior to the exercise date) with a value equal to the aggregate purchase price to be paid for such shares), (b) through the transfer to the Company of shares of Common Stock already owned by Optionee, the Optionee (based on the fair market value of such shares on the date the option is exercised as determined in a manner consistent with the establishment of fair market value per share on the Date of Grant) or (iiic) any such other manner as may be determined at the discretion of the Committee and is in compliance with applicable laws and which will not subject the Company, grantee or the compensation at issue to any tax, interest or penalties under Xxxxxxx 000X xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended from time to time and any Department of Treasury rules and regulations issued thereunder. In addition to payment of the aggregate Base Price, the Company may, at the discretion of the Committee, either withhold from the Optionee a number of shares (valued at their fair market value as of the close of business on the last trading date immediately prior to the exercise date) with an aggregate value equal to, or condition the exercise of the option granted by a combination this Agreement upon the Optionee’s deposit with the Company of methods funds in the amount of, any federal, state or local income withholding tax arising from such exercise. No shares shall be issued until withholding of or full payment specified therefor, including any associated taxes, has been made in clauses (i) and (ii)accordance with such determination by the Committee. In addition, the event that the Optionee may effect a “cashless exercise” elects to exercise less than all of this option in which the option shares are sold through a broker and a portion of the proceeds granted pursuant to cover the exercise price is paid to the Company, or otherwise, all this Agreement in accordance with the rules terms and procedures adopted by the Committee. Provided, however, that no shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. For the purposes conditions of this Agreement, a Change any remaining portion of Control means:such option shall remain vested and exercisable until the Expiration Date, subject to the terms and conditions of this Agreement.

Grant and Terms of Option. Pursuant to action of the Committee, which action was taken on , 200 (“Date of Grant”), the Company grants to Optionee the option to purchase all or any part of ( ) shares of the common stock of the Company, for a period of ten (10) years from the Date of Granttime as set forth on Exhibit A attached hereto and incorporated herein by reference, at the purchase price of $ per share; provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior subject to the first anniversary of the Date of Grant; that at any time during the term of this option such further restrictions as set forth on or after the first anniversary of the Date of GrantExhibit A attached hereto and incorporated herein by reference, Optionee may purchase up including without limitation restrictions as to 25% of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of the Date of Grant during the term vesting and expiration of this option, Optionee may purchase up to an additional 2.0833% of the total number of shares to which this option relates; so on the fourth anniversary of the Date of Grant during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and if Optionee’s ’ s employment is terminated in contemplation of, or within one (1) year after, the Change of Control, Optionee may purchase 100% of the total number of shares to which this option relates. However, in no event may this option or any part thereof be exercised after subject only to the expiration date of ten (10) years from the Date of Grant. this grant set forth on Exhibit A. The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Committee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Committee, by a combination of methods of payment specified in clauses (i) and (ii). In addition, Optionee may effect a “cashless exercise” of this option in which the option shares are sold through a broker and a portion of the proceeds to cover the exercise price is paid to the Company, or otherwise, all in accordance with the rules and procedures adopted by the Committee. Provided, however, that no shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means:

Grant and Terms of Option. Pursuant to action of the Committee, which action was taken on , 200 (“Date of Grant”)Committee or the CEO under delegated authority, the Company hereby grants to Optionee the option to purchase all or any part of ( ) [ ] shares of the common stock Common Stock of the Company, par value of $0.0001 per share (“Common Stock”) for a period of ten (10) years from the Date of Grantdate hereof, at the purchase price of $ per share; provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to during the first anniversary year of the Date of Grantterm hereof; that at any time during the term of this option on or after the first anniversary end of the Date first year of Grant, the term hereof Optionee may purchase up to 2520% of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of the Date of Grant at any time during the term of this option, option after the end of the second year of the term hereof Optionee may purchase up to an additional 2.083320% of the total number of shares to which this option relates; that at any time during the term of this option after the end of the third year of the term hereof Optionee may purchase up to an additional 20% of the total number of shares to which this option relates; that at any time during the term of this option after the end of the fourth year of the term hereof Optionee may purchase up to an additional 20% of the total number of shares to which this option relates; and that at any time during the term of this option after the end of the fifth year of the term hereof Optionee may purchase up to an additional 20% of the total number of shares to which this option relates; so on the fourth anniversary that upon expiration of the Date fifth year of Grant the term of this option, and thereafter during the term hereof, Optionee will have become entitled eligible to purchase the entire number of shares to which this option relates. The foregoing right to exercise is subject to the provisions of Sections 6 and 7 hereof. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defineddefined in the Plan) and if Optionee’s employment is terminated in contemplation of, or within one (1) year after, the Change of Control, Optionee may purchase 100% of the total number of shares to which this option relates. However, in In no event may this option or any part thereof be exercised after the expiration of ten (10) years from the Date of Grantdate hereof. The purchase price of the shares subject to the option may must be paid for (i) in cash, (ii) in the discretion of the Committee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Committee, by a combination of methods of payment specified in clauses (i) and (ii). In addition, The Optionee may effect a “cashless exercise” of this option in which the option shares are sold through a broker and a portion of the proceeds is required to cover the exercise price is paid pay any applicable amounts to the Company, Company in cash for federal and state taxes or otherwise, all otherwise in satisfaction of withholding obligations in accordance with Paragraph 7 of the rules and procedures adopted by the Committee. Provided, however, that no shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means:Plan.

Grant and Terms of Option. Pursuant to action of the Committee, which action was taken on , 200 (“Date of Grant”)February 2,2004, the Company grants to Optionee Optionee, effective as of the date hereof ("Date of Grant"), the option to purchase all or any part of ( ) ____________ shares of the common stock of the CompanyCommon Stock, for a period of ten (10) years from the Date of Grant, at the purchase price of $ $________ per share; provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to until the first anniversary end of the Date of Grant; that at any time during the term of this option on or after the first anniversary of third year from the Date of Grant, Optionee may purchase up to 25% so that upon the expiration of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of third year from the Date of Grant during the term of this option, Optionee may purchase up to an additional 2.0833% of the total number of shares to which this option relates; so on the fourth anniversary of the Date of Grant and thereafter during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and if Optionee’s employment is terminated in contemplation of, or within one (1) year after, the Change of Control, Optionee may purchase 100% of the total number of shares to which this option relatesrelates so long as such Change of Control occurs at least six months after the Date of Grant. However, in In no event may this option or any part thereof be exercised after the expiration of ten (10) years from the Date of Grant. The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Committee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Committee, by a combination of methods of payment specified in clauses (i) and (ii). In addition, Optionee may effect a “cashless exercise” of this option in which the option shares are sold through a broker and a portion of the proceeds to cover the exercise price is paid to the Company, or otherwise, all in accordance with Paragraphs 6 and 8 of the rules and procedures adopted by the CommitteePlan. Provided, however, that no No shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means:.

Grant and Terms of Option. Pursuant to action of the Committee, which action was taken on , 200 _________________(“"Date of Grant”"), the Company grants to Optionee the option to purchase all or any part of ( ________________________________ (________) shares of the common stock Common Stock of the Company, of the par value of $0.01 per share ("Common Stock"), for a period of ten five (105) years from the Date of Grant, at the purchase price of $ $___________ per share; provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to during the first anniversary year of the Date of Grantterm hereof; that at any time during the term of this option on or after the end of the first anniversary of year from the Date of Grant, Optionee may purchase up to 2533-1/3% of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of the Date of Grant at any time during the term of this optionoption after the end of the second year from the Date of Grant, Optionee may purchase up to an additional 2.083333-1/3% of the total number of shares to which this option relates; and that at any time after the end of the third year from the Date of Grant, Optionee may purchase up to an additional 33-1/3% of the total number of shares to which this option relates; so on that upon the fourth anniversary expiration of the third year from the Date of Grant and thereafter during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and if Optionee’s employment is terminated in contemplation of, or within one (1) year after, the Change of Control, Optionee may purchase 100% of the total number of shares to which this option relates. However, in In no event may this option or any part thereof be exercised after the expiration of ten five (105) years from the Date of Grant. The Without further action or approval by the Committee, the purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Committee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Committee, by a combination of methods of payment specified in clauses (i) and (ii). In addition, but only if Optionee may effect a “cashless exercise” of this option in which the option has owned any shares are sold through a broker and a portion of the proceeds to cover the exercise price is paid to the Company, or otherwisebe tendered for at least six (6) months, all in accordance with Section 7(b) of the rules and procedures adopted by the Committee. Provided, however, that no shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means:Plan.

Grant and Terms of Option. Pursuant to action of the Committee, which action was taken on , 200 (“Date of Grant”)Committee or the CEO under delegated authority, the Company hereby grants to Optionee the option to purchase all or any part of ( ) shares of the common stock Common Stock of the Company, par value of $0.0001 per share (“Common Stock”) for a period of ten (10) years from the Date of Grantdate hereof, at the purchase price of $ $[option price must not be less than 100% of fair market value or par value] per share; provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to during the first anniversary year of the Date of Grantterm hereof; that at any time during the term of this option on or after the first anniversary end of the Date first year of Grant, the term hereof Optionee may purchase up to 25[one-third] [20%] of the total number of shares to which this option relates; that at any time during the term of this option after the end of the second year of the term hereof Optionee may purchase up to an additional [one-third] [20%] of the total number of shares to which this option relates; [that at any time during the term of this option after the end of the third year of the term hereof Optionee may purchase up to an additional 20% of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of the Date of Grant at any time during the term of this option, option after the end of the fourth year of the term hereof Optionee may purchase up to an additional 2.083320% of the total number of shares to which this option relates;] and that at any time during the term of this option after the end of the [third] [fifth] year of the term hereof Optionee may purchase up to an additional [one-third] [20%] of the total number of shares to which this option relates; so on the fourth anniversary that upon expiration of the Date [third] [fifth] year of Grant the term of this option, and thereafter during the term hereof, Optionee will have become entitled eligible to purchase the entire number of shares to which this option relates. The foregoing right to exercise is subject to the provisions of Sections 6 and 7 hereof. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defineddefined in the Plan) and if Optionee’s employment is terminated in contemplation of, or within one (1) year after, the Change of Control, Optionee may purchase 100% of the total number of shares to which this option relates. However, in In no event may this option or any part thereof be exercised after the expiration of ten (10) years from the Date of Grantdate hereof. The purchase price of the shares subject to the option may must be paid for (i) in cash, (ii) in the discretion of the Committee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Committee, by a combination of methods of payment specified in clauses (i) and (ii). In addition, The Optionee may effect a “cashless exercise” of this option in which the option shares are sold through a broker and a portion of the proceeds is required to cover the exercise price is paid pay any applicable amounts to the Company, Company in cash for federal and state taxes or otherwise, all otherwise in satisfaction of withholding obligations in accordance with Paragraph 7 of the rules and procedures adopted by the Committee. Provided, however, that no shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means:Plan.

Grant and Terms of Option. Pursuant to action of the Committee, which action was taken on , 200 (“"Date of Grant”"), the Company grants to Optionee the option to purchase all or any part of ( ) shares of the common stock Common Stock of the Company, of the par value of $0.01 per share ("Common Stock"), for a period of ten (10) years from the Date of Grant, at the purchase price of $ per share; provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to during the first anniversary year of the Date of Grantterm hereof; that at any time during the term of this option on or after the end of the first anniversary of year from the Date of Grant, Optionee may purchase up to 2533-1/3% of the total number of shares to which 3 this option relates; that at any time during the term of this option after the end of the second year from the Date of Grant, Optionee may purchase up to an additional 33-1/3% of the total number of shares to which this option relates; and that as at any time after the end of the first day of each calendar month after the first anniversary of third year from the Date of Grant during the term of this optionGrant, Optionee may purchase up to an additional 2.083333-1/3% of the total number of shares to which this option relates; so on that upon the fourth anniversary expiration of the third year from the Date of Grant and thereafter during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and if Optionee’s employment is terminated in contemplation of, or within one (1) year after, the Change of Control, Optionee may purchase 100% of the total number of shares to which this option relates. However, in In no event may this option or any part thereof be exercised after the expiration of ten (10) years from the Date of Grant. The Without further action or approval by the Committee, the purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the CommitteeGeneral Counsel of the Company, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the CommitteeGeneral Counsel of the Company, by a combination of methods of payment specified in clauses (i) and (ii). In addition, but only if Optionee may effect a “cashless exercise” of this option in which the option has owned any shares are sold through a broker and a portion of the proceeds to cover the exercise price is paid to the Company, or otherwise, all in accordance with the rules and procedures adopted by the Committee. Provided, however, that no shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and six (ii6) at least two years have elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means:months,

Grant and Terms of Option. (a) Pursuant to action of the Committee, which action was taken on ___________, 200 200_ (“Date of Grant”), the Company grants to Optionee the option to purchase all or any part of ( __________ (__________) shares of the common stock of the Company, for a period of ten five (105) years from the Date of Grant, at the purchase price of $ $__________ per share; provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to the first anniversary of the Date of Grant; that at any time during the term of this option on or after the first anniversary of the Date of Grant, Optionee may purchase up to 25% of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of the Date of Grant during the term of this option, Optionee may purchase up to an additional 2.0833% of the total number of shares to which this option relates; so on the fourth anniversary of the Date of Grant during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and if Optionee’s employment Optionee is involuntarily terminated for reasons other than Cause or terminates for Good Reason in contemplation of, on or within one (1) year afterafter the date of, the Change of Control, Optionee may purchase 100% of the total number of shares to which this option relates. However, in no event may this option or any part thereof be exercised after the expiration of ten five (105) years from the Date of Grant. The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Committee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Committee, by a combination of methods of payment specified in clauses (i) and (ii). In addition, Optionee may effect a “cashless exercise” of this option in which the option shares are sold through a broker and a portion of the proceeds to cover the exercise price is paid to the Company, or otherwise, all in accordance with the rules and procedures adopted by the Committee. Provided, however, that no shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means:.

Grant and Terms of Option. Pursuant The Company grants to action Optionee, effective as of the Committee, which action was taken on , 200 date hereof (“Date of Grant”), the Company grants to Optionee the option to purchase all or any part of ( ) 50,000 shares of the common stock of the CompanyCommon Stock, for a period of ten (10) years from the Date of Grant, at the purchase price of $ Eight Dollars ($8.00) per share; provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to the first anniversary of the Date of Grant; that at any time during the term of this option on or until after the first third anniversary of the Date of Grant, Optionee may purchase up to 25% so that upon the expiration of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of third year from the Date of Grant during (the term 1st day of this optionJune, Optionee may purchase up to an additional 2.0833% of the total number of shares to which this option relates; so on the fourth anniversary of the Date of Grant 2006) and thereafter during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates, subject however to the express limitations the Plan including but not limited to Paragraphs 7, 8, 9 and 10. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and if Optionee’s employment is terminated in contemplation of, or within one (1) year after, the Change of Control, Optionee may purchase 100% of the total number of shares to which this option relatesrelates so long as such Change of Control occurs at least six months after the Date of Grant. However, in In no event may this option or any part thereof be exercised after the expiration of ten (10) years from the Date of Grant. The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Committee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Committee, by a combination of methods of payment specified in clauses (i) and (ii). In addition, Optionee may effect a “cashless exercise” of this option in which the option shares are sold through a broker and a portion of the proceeds to cover the exercise price is paid to the Company, or otherwise, all in accordance with Paragraphs 6 and 8 of the rules and procedures adopted by the CommitteePlan. Provided, however, that no No shares of Common Stock may be tendered in exercise of this option option, if such shares were acquired by Optionee Optionee, through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means:

Grant and Terms of Option. Pursuant to action of the Committee, which action was taken on , 200 ________________(“"Date of Grant”"), the Company grants to Optionee the option to purchase all or any part of ( ______________ (______) shares of the common stock Common Stock of the Company, of the par value of $0.01 per share ("Common Stock"), for a period of ten (10) years from the Date of Grant, at the purchase price of $ per share; provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to during the first anniversary year of the Date of Grantterm hereof; that at any time during the term of this option on or after the end of the first anniversary of year from the Date of Grant, Optionee may purchase up to 2533-1/3% of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of the Date of Grant at any time during the term of this optionoption after the end of the second year from the Date of Grant, Optionee may purchase up to an additional 2.083333-1/3% of the total number of shares to which this option relates; and that at any time after the end of the third year from the Date of Grant, Optionee may purchase up to an additional 33-1/3% of the total number of shares to which this option relates; so on that upon the fourth anniversary expiration of the third year from the Date of Grant and thereafter during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and if Optionee’s employment is terminated in contemplation of, or within one (1) year after, the Change of Control, Optionee may purchase 100% of the total number of shares to which this option relates. However, in In no event may this option or any part thereof be exercised after the expiration of ten (10) years from the Date of Grant. The Without further action or approval by the Committee, the purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Committee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Committee, by a combination of methods of payment specified in clauses (i) and (ii). In addition, but only if Optionee may effect a “cashless exercise” of this option in which the option has owned any shares are sold through a broker and a portion of the proceeds to cover the exercise price is paid to the Company, or otherwisebe tendered for at least six (6) months, all in accordance with Section 7(b) of the rules and procedures adopted by the CommitteePlan. Provided, however, that no No shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means:.

Grant and Terms of Option. Pursuant to action of the CommitteeSpecial Committee for Employment Agreements of the Board of Directors, which action was taken on February 27, 200 1998, effective March 1, 1998 (“"Date of Grant”"), the Company grants to Optionee the option to purchase all or any part of ( fifty thousand (50,000) shares of the common stock Common Stock of the Company, for a period of ten the par value of $1.00 per share (10"Common Stock") years from the Date of Grant, at the purchase price of $ $10.00 per share; provided, however, that the . The right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to during the first anniversary year of the Date of Grantterm hereof; that at any time during the term of this option on or after the end of the first anniversary of year from the Date of Grant, Optionee may purchase up to 2520% of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of the Date of Grant at any time during the term of this optionoption after the end of the second year from the Date of Grant, Optionee may purchase up to an additional 2.083320% of the total number of shares to which this option relates; and that at any time after the end of the third year from the Date of Grant, Optionee may purchase up to an additional 20% of the total number of shares to which this option relates; that at any time during the term of this option after the end of the fourth year from the Date of Grant, Optionee may purchase up to an additional 20% of the total number of shares to which this option relates; and that at any time after the end of the fifth year from the Date of Grant, Optionee may purchase up to an additional 20% of the total number of shares to which this option relates; so on that upon the fourth anniversary expiration of the fifth year from the Date of Grant and thereafter during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and if Optionee’s 's employment is terminated for any reason other than one described in contemplation ofParagraph 5, or within one (1) year after, in the Change event the Company shall sell all or substantially all of Controlits assets or is otherwise liquidated, Optionee may purchase 100% of the total number of shares to which this option relatesrelates so long as such sale or liquidation or termination occurs prior to the time the option by its own terms would have expired. However, in no event Optionee may this exercise each portion of the option or any part thereof be exercised after the expiration for a period of ten five (105) years from the Date of Grantafter each such portion becomes exercisable as hereinabove set forth. The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the CommitteeBoard of Directors, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the CommitteeBoard of Directors, by a combination of methods of payment specified in clauses (i) and (ii). In addition, Optionee may effect a “cashless exercise” of this option in which the option shares are sold through a broker and a portion of the proceeds to cover the exercise price is paid to the Company, or otherwise, all in accordance with the rules and procedures adopted by the Committee. Provided, however, that no shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means:.

Grant and Terms of Option. Pursuant The Company grants to action Optionee, effective as of the Committee, which action was taken on , 200 date hereof (“"Date of Grant”"), the Company grants to Optionee the option to purchase all or any part of ( ) shares __________________ SHARES of the common stock of the CompanyCommon Stock, for a period of ten (10) years from the Date of Grant, at the purchase price of $ per share$______________ PER SHARE; provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to the first anniversary of the Date of Grant; that at any time during the term of this option on or until after the first third anniversary of the Date of Grant, Optionee may purchase up to 25% so that upon the expiration of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of third year from the Date of Grant during (the term 15th day of this optionOctober, Optionee may purchase up to an additional 2.0833% of the total number of shares to which this option relates; so on the fourth anniversary of the Date of Grant 2005) and thereafter during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates, subject however to the express limitations the Plan including but not limited to Paragraphs 7, 8, 9 and 10. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and if Optionee’s employment is terminated in contemplation of, or within one (1) year after, the Change of Control, Optionee may purchase 100% of the total number of shares to which this option relatesrelates so long as such Change of Control occurs at least six months after the Date of Grant. However, in In no event may this option or any part thereof be exercised after the expiration of ten (10) years from the Date of Grant. The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Committee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Committee, by a combination of methods of payment specified in clauses (i) and (ii). In addition, Optionee may effect a “cashless exercise” of this option in which the option shares are sold through a broker and a portion of the proceeds to cover the exercise price is paid to the Company, or otherwise, all in accordance with Paragraphs 6 and 8 of the rules and procedures adopted by the CommitteePlan. Provided, however, that no No shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means:.

Grant and Terms of Option. Pursuant (a)Pursuant to action of the Committee, which action was taken on ___________, 200 200_ (“Date of Grant”), the Company grants to Optionee the option to purchase all or any part of ( ______________ (__________) shares of the common stock of the Company, for a period of ten five (105) years from the Date of Grant, at the purchase price of $ $_________ per share; provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to the first anniversary of the Date of Grant; that at any time during the term of this option on or after the first anniversary of the Date of Grant, Optionee may purchase up to 25% of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of the Date of Grant during the term of this option, Optionee may purchase up to an additional 2.0833% of the total number of shares to which this option relates; so on the fourth anniversary of the Date of Grant during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and if Optionee’s employment Optionee is involuntarily terminated for reasons other than Cause or terminates for Good Reason in contemplation of, on or within one (1) year afterafter the date of, the Change of Control, Optionee may purchase 100% of the total number of shares to which this option relates. However, in no event may this option or any part thereof be exercised after the expiration of ten five (105) years from the Date of Grant. The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Committee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Committee, by a combination of methods of payment specified in clauses (i) and (ii). In addition, Optionee may effect a “cashless exercise” of this option in which the option shares are sold through a broker and a portion of the proceeds to cover the exercise price is paid to the Company, or otherwise, all in accordance with the rules and procedures adopted by the Committee. Provided, however, that no shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means:.

Grant and Terms of Option. Pursuant (a)Pursuant to action of the Committee, which action was taken on , 200 200_ (“Date of Grant”), the Company grants to Optionee the option to purchase all or any part of ( ) shares of the common stock of the Company, for a period of ten (10) years from the Date of Granttime as set forth on Exhibit A attached hereto and incorporated herein by reference, at the purchase price of $ per share; provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior subject to the first anniversary of the Date of Grant; that at any time during the term of this option such further restrictions as set forth on or after the first anniversary of the Date of GrantExhibit A attached hereto and incorporated herein by reference, Optionee may purchase up including without limitation restrictions as to 25% of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of the Date of Grant during the term vesting and expiration of this option, Optionee may purchase up to an additional 2.0833% of the total number of shares to which this option relates; so on the fourth anniversary of the Date of Grant during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and if Optionee’s employment Optionee is involuntarily terminated for reasons other than Cause or terminates for Good Reason in contemplation of, on or within one (1) year afterafter the date of, the Change of Control, Optionee may purchase 100% of the total number of shares to which this option relates. However, in no event may subject only to the expiration date of this option or any part thereof be exercised after the expiration of ten (10) years from the Date of Grant. set forth on Exhibit A. The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Committee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Committee, by a combination of methods of payment specified in clauses (i) and (ii). In addition, Optionee may effect a “cashless exercise” of this option in which the option shares are sold through a broker and a portion of the proceeds to cover the exercise price is paid to the Company, or otherwise, all in accordance with the rules and procedures adopted by the Committee. Provided, however, that no shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means:.

Grant and Terms of Option. Pursuant to action of the Committee, which action was taken on ___________, 200 200__ (“"Date of Grant”"), the Company grants to Optionee the option to purchase all or any part of ( _______________ (________) shares of the common stock of the Company, for a period of ten (10) years from the Date of Grant, at the purchase price of $ $___________ per share; provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to the first anniversary of the Date of Grant; that at any time during the term of this option on or after the first anniversary of the Date of Grant, Optionee may purchase up to 25% of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of the Date of Grant during the term of this option, Optionee may purchase up to an additional 2.0833% of the total number of shares to which this option relates; so on the fourth anniversary of the Date of Grant during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and if Optionee’s employment is terminated in contemplation of, or within one (1) year after, the Change of Control, Optionee may purchase 100% of the total number of shares to which this option relates. However, in no event may this option or any part thereof be exercised after the expiration of ten (10) years from the Date of Grant. The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Committee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Committee, by a combination of methods of payment specified in clauses (i) and (ii). In addition, Optionee may effect a “cashless exercise” of this option in which the option shares are sold through a broker and a portion of the proceeds to cover the exercise price is paid to the Company, or otherwise, all in accordance with the rules and procedures adopted by the Committee. Provided, however, that no shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means:

Grant and Terms of Option. Pursuant (a)Pursuant to action of the Committee, which action was taken on , 200 (“Date of Grant”), the Company grants to Optionee the option to purchase all or any part of ( ) shares of the common stock of the Company, for a period of ten five (105) years from the Date of Grant, at the purchase price of $ per share; provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to the first anniversary of the Date of Grant; that at any time during the term of this option on or after the first anniversary of the Date of Grant, Optionee may purchase up to 25% of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of the Date of Grant during the term of this option, Optionee may purchase up to an additional 2.0833% of the total number of shares to which this option relates; so on the fourth anniversary of the Date of Grant during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and if Optionee’s employment Optionee is involuntarily terminated for reasons other than Cause or terminates for Good Reason in contemplation of, on or within one (1) year afterafter the date of, the Change of Control, Optionee may purchase 100% of the total number of shares to which this option relates. However, in no event may this option or any part thereof be exercised after the expiration of ten five (105) years from the Date of Grant. The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Committee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Committee, by a combination of methods of payment specified in clauses (i) and (ii). In addition, Optionee may effect a “cashless exercise” of this option in which the option shares are sold through a broker and a portion of the proceeds to cover the exercise price is paid to the Company, or otherwise, all in accordance with the rules and procedures adopted by the Committee. Provided, however, that no shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means:.

Grant and Terms of Option. Pursuant to action of the Committee, which action was taken on , 200 (“Date of Grant”), the Company hereby grants to Optionee the option to purchase all or any part of ( ) shares of the common stock Common Stock of the Company, of the par value of $.0625 per share (“Common Stock”), for a period of ten six (106) years from the Date of Grantdate hereof, at the purchase price of $ per share; provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to during the first anniversary year of the Date of Grantterm hereof; that at any time during the term of this option on or after the first anniversary end of the Date first year of Grant, the term hereof Optionee may purchase up to 2520% of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of the Date of Grant at any time during the term of this option, option after the end of the second year of the term hereof Optionee may purchase up to an additional 2.083320% of the total number of shares to which this option relates; so on and that at any time during the term of this option after the end of the fifth year of the term hereof Optionee may purchase up to an additional 20% of the total number of shares to which this option relates; that at any time during the terms of this option after the end of the third year of the term hereof, Optionee may purchase up to an additional 20% of the total number of shares to which this option relates; that at any time during the term of this option after the end of the fourth anniversary year of the Date term hereof, Optionee may purchase an additional 20% of Grant the total number of shares to which the option relates; so that upon expiration of the fifth year of the term hereof, and thereafter during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. Notwithstanding the foregoing, in the event of a Change of Control (as hereinafter defined) and if Optionee’s employment is terminated in contemplation of, or within one (1) year after, the Change of Control, Optionee may purchase 100% of the total number of shares to which this option relates. However, in In no event may this option or any part thereof be exercised after the expiration of ten six (106) years from the Date of Grantdate hereof. The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Committee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Committee, by a combination of methods of payment specified in clauses (i) and (ii). In addition, Optionee may effect a “cashless exercise” of this option in which the option shares are sold through a broker and a portion of the proceeds to cover the exercise price is paid to the Company, or otherwise, all in accordance with Paragraph 7 of the rules and procedures adopted by the CommitteePlan. Provided, however, that no No shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. For the purposes of this Agreement, a Change of Control means:.

Grant and Terms of Option. Pursuant to action of the Committee, which action was taken on , 200 _______________________ (“"Date of Grant”"), the Company grants to Optionee the option to purchase all or any part of ( ___________________ (________) shares of the common stock Common Stock of the Company, of the par value of $0.01 per share ("Common Stock"), for a period of ten (10) years from the Date of Grant, at the purchase price of $ $__________ per share; provided, however, that the right to exercise such option shall be, and is hereby, restricted so that no shares may be purchased prior to during the first anniversary year of the Date of Grantterm hereof; that at any time during the term of this option on or after the end of the first anniversary of year from the Date of Grant, Optionee may purchase up to 2533-1/3% of the total number of shares to which this option relates; that as of the first day of each calendar month after the first anniversary of the Date of Grant at any time during the term of this optionoption after the end of the second year from the Date of Grant, Optionee may purchase up to an additional 2.083333-1/3% of the total number of shares to which this option relates; and that at any time after the end of the third year from the Date of Grant, Optionee may purchase up to an additional 33-1/3% of the total number of shares to which this option relates; so on that upon the fourth anniversary expiration of the third year from the Date of Grant and thereafter during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. Notwithstanding the foregoing, (i) in the event of a Change of Control (as hereinafter defined) and if Optionee’s employment is terminated in contemplation of, or within one (1) year after, the Change of Control), Optionee may purchase 100% of the total number of shares to which this option relates. However, in no event may this option or any part thereof be exercised after the expiration of ten (10) years from the Date of Grant. The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Committee, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Committee, by a combination of methods of payment specified in clauses (i) and (ii). In addition, Optionee may effect a “cashless exercise” of this option in which the option shares are sold through a broker and a portion of the proceeds to cover the exercise price is paid to the Company, or otherwise, all in accordance with the rules and procedures adopted by the Committee. Provided, however, that no shares of Common Stock may be tendered in exercise of this option if such shares were acquired by Optionee through the exercise of an Incentive Stock Option, unless (i) such shares have been held by Optionee for at least one year, and (ii) at least two years have elapsed since such Incentive Stock Option was granted. For if Optionee's employment is terminated with the purposes consent and approval of this Agreementthe Company, other than a Change of Control means:termination with "cause"