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 ____________, _____ ("Date of Grant"),] [OR] [effective as of the date the Securities and Exchange Commission declares the Company's registration statement filed with respect to the initial public offering of the Common Stock effective ("Date of Grant"),]1/ the Company grants to Optionee the option to purchase all or any part of _____________ (__________) shares of the Common Stock of the Company, of the par value of $____ per share ("Common Stock"), for a period of ten (10) years from the Date of Grant, at a purchase price per share equal to the initial price to the public as set forth in the final prospectus included in the registration statement filed with the Securities and Exchange Commission for the initial public offering of the Common Stock; provided, however, that the right to exercise such option shall be, and is hereby, restricted as follows: (a) No shares may be purchased prior to __________, _____; that at any time during the term of this option on or after __________, _____, Optionee may purchase up to 25% of the total number of shares to which this option relates; that at any time during the term of this option on or after __________, _____, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; that at any time during the term of this option on or after __________, _____, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; and that at any time on or after __________, _____, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; so that on or after __________, _____, during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. (b) Notwithstanding the foregoing, in the event of a Change of Control Optionee may purchase 100% of the total number of shares to which this option relates. For purposes of this Agreement, a Change in Control means:

Grant and Terms of Option. Pursuant to action of the Committee, [which action was taken on ____________, _____ ("Date of Grant"),] [OR] [effective as of the date the Securities and Exchange Commission declares the Company's registration statement filed with respect to the initial public offering of the Common Stock effective ("Date of Grant"),]1/ , the Company grants to Optionee the option to purchase all or any part of _____________ of (__________) shares of the Common Stock of the Company, of the par value of $____ per share ("Common Stock"), for a period of ten (10) years from the Date of Grant, at a the purchase price of $ _____ per share equal to the initial price to the public as set forth in the final prospectus included in the registration statement filed with the Securities and Exchange Commission for the initial public offering of the Common Stockshare; provided, however, that the right to exercise such option shall be, and is hereby, restricted as follows: (a) No shares may be purchased prior to __________, _____; that at any time during the term of this option on or after __________, _____, Optionee may purchase up to 25% of the total number of shares to which this option relates; that at any time during the term of this option on or after __________, _____, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; that at any time during the term of this option on or after __________, _____, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; and that at any time on or after __________, _____, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; so that on or after __________, _____, during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. (b) Notwithstanding the foregoing, in the event of a Change of Control or a Public Offering (both defined below) Optionee may purchase 100% of the total number of shares to which this option relates. . (1) For purposes of this Agreement, a Change in Control means:

Grant and Terms of Option. Pursuant to action of the Committee, [which action was taken on ____________, _____ ("Date of Grant"),] [OR] [effective as of the date the Securities and Exchange Commission declares the Company's registration statement filed with respect to the initial public offering of the Common Stock effective ("Date of Grant"),]1/ , 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 $____ per share ("Common Stock"), for a period of ten (10) years from the Date of Grant, at a the purchase price of $___ per share equal to the initial price to the public as set forth in the final prospectus included in the registration statement filed with the Securities and Exchange Commission for the initial public offering of the Common Stockshare; provided, however, that the right to exercise such option shall be, and is hereby, restricted as follows: (a) No shares may be purchased prior to _________,_, _____; that at any time during the term of this option on or after _________,_, _____, Optionee may purchase up to 25% of the total number of shares to which this option relates; that at any time during the term of this option on or after _________,_, _____, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; that at any time during the term of this option on or after _________,_, _____, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; and that at any time during the term of this option on or after _________,_, _____, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; so that on or after _________,_, _____, during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. (b) Notwithstanding the foregoing, in the event of a Change of Control or a Public Offering (both defined below), Optionee may purchase 100% of the total number of shares to which this option relates. . (1) For the purposes of this Agreement, a Change in of Control means:

Grant and Terms of Option. Pursuant to action of the Committee, [which action was taken on ____________, __________ ("Date of Grant"),] [OR] [effective as of the date the Securities and Exchange Commission declares the Company's registration statement filed with respect to the initial public offering of the Common Stock effective ("Date of Grant"),]1/ , the Company grants to Optionee the option to purchase all or any part of ______________________ (____________) shares of the Common Stock of the Company, of the par value of $____ per share ("Common Stock"), for a period of ten (10) years from the Date of Grant, at a the purchase price of $________ per share equal to the initial price to the public as set forth in the final prospectus included in the registration statement filed with the Securities and Exchange Commission for the initial public offering of the Common Stockshare; provided, however, that the right to exercise such option shall be, and is hereby, restricted as follows: (a) No shares may be purchased prior to __________, _____; that at At any time during the term of this option on or after ________________, _________, Optionee may purchase up to 25% _________ of the total number of shares to which this option relates; that at any time during the term of this option on or after ________________, ________, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; that at any time during the term of this option on or after __________, _____, Optionee may purchase up to an additional 25% _ of the total number of shares to which this option relates; and that at any time on or after __________, _____, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; so that on or after _____________________, __________, during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. (b) Notwithstanding the foregoing, in the event of a Change of Control or a Public Offering (both defined below) Optionee may purchase 100% of the total number of shares to which this option relates. . (1) For purposes of this Agreement, a Change in Control means:

Grant and Terms of Option. Pursuant to action of the Committee, [which action was taken on ____________, _____ ("Date of Grant"),] [OR] [effective as of the date the Securities and Exchange Commission declares the Company's registration statement filed with respect to the initial public offering of the Common Stock effective ("Date of Grant"),]1/ , the Company grants to Optionee the option to purchase all or any part of _____________ (__________) shares of the Common Stock of the Company, of the par value of $____ per share ("Common Stock"), for a period of ten (10) years from the Date of Grant, at a the purchase price of $_____ per share equal to the initial price to the public as set forth in the final prospectus included in the registration statement filed with the Securities and Exchange Commission for the initial public offering of the Common Stockshare; provided, however, that the right to exercise such option shall be, and is hereby, restricted as follows: (a) No shares may be purchased prior to _________,_, _____; that at any time during the term of this option on or after _________,_, _____, Optionee may purchase up to 25% of the total number of shares to which this option relates; that at any time during the term of this option on or after _________,_, _____, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; that at any time during the term of this option on or after _________,_, _____, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; and that at any time on or after _________,_, _____, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; so that on or after _________,_, _____, during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. (b) Notwithstanding the foregoing, in the event of a Change of Control or a Public Offering (both defined below) Optionee may purchase 100% of the total number of shares to which this option relates. . (1) For purposes of this Agreement, a Change in Control means:

Grant and Terms of Option. Pursuant to action of the Committee, [which action was taken on ____________, _____ ("Date of Grant"),] [OR] [effective as of the date the Securities and Exchange Commission declares the Company's registration statement filed with respect to the initial public offering of the Common Stock effective ("Date of Grant"),]1/ Grant"),] the Company grants to Optionee the option to purchase all or any part of _____________ (______________ ) shares of the Common Stock of the Company, of the par value of $____ per share ("Common Stock"), for a period of ten (10) years (five (5) years in the case of a 10% shareholder, as described in Section 6(B) of the Plan) from the Date of Grant, at a purchase price per share equal to the initial price to the public as set forth in the final prospectus included in the registration statement filed with the Securities and Exchange Commission for the initial public offering of the Common StockStock (110% in the case of a 10% shareholder, as described in Section 6B of the Plan), which amount may not be less than 100% of the Fair Market Value of the Stock at the time of the granting of the Option; provided, however, that the right to exercise such option shall be, and is hereby, restricted as follows: (a) No shares may be purchased prior to the date of the initial public offering of the Common Stock; provided that, in the event an initial public offering of the Common Stock does not occur before March 1, 2005, this option shall immediately terminate, and no part of the option may be exercised. Provided that an initial public offering of the Common Stock has occurred, the right to exercise such option shall be, and is hereby, restricted as follows: No shares may be purchased prior to _________,_, _____; that at any time during the term of this option on or after _________,_, _____, Optionee may purchase up to 25% of the total number of shares to which this option relates; that at any time during the term of this option on or after _________,_, _____, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; that at any time during the term of this option on or after _________,_, _____, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; and that at any time on or after _________,_, _____, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; so that on or after _________,_, _____, during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. (b) Notwithstanding the foregoing, in the event of a Change of Control Optionee may purchase 100% of the total number of shares to which this option relates. For purposes of this Agreement, a Change in Control means:

Grant and Terms of Option. Pursuant to action of the Committee, [which action was taken on ____________, _____ ("Date of Grant"),] [OR] [effective as of the date the Securities and Exchange Commission declares the Company's registration statement filed with respect to the initial public offering of the Common Stock effective ("Date of Grant"),]1/ , the Company grants to Optionee the option to purchase all or any part of _____________ (__________) shares of the Common Stock of the Company, of the par value of $____ per share ("Common Stock"), for a period of ten (10) years (five (5) years in the case of a 10% shareholder, as described in Section 6(B) of the Plan) from the Date of Grant, at a the purchase price of $___ per share equal to the initial price to the public as set forth (110% in the final prospectus included case of a 10% shareholder, as described in the registration statement filed with the Securities and Exchange Commission for the initial public offering Section 6B of the Common StockPlan), which amount may not be less than 100% of the Fair Market Value of the Stock at the time of the granting of the Option; provided, however, that the right to exercise such option shall be, and is hereby, restricted as follows: (a) No shares may be purchased prior to ________,__, _____; that at any time during the term of this option on or after __________, ,_____, Optionee may purchase up to 25% of the total number of shares to which this option relates; that at any time during the term of this option on or after ________,__, _____, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; that at any time during the term of this option on or after __________, ,_____, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; and that at any time on or after __________, __,___, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; so that on or after __________, ,_____, during the term hereof, Optionee will have become entitled to purchase the entire number of shares to which this option relates. (b) Notwithstanding the foregoing, in the event of a Change of Control or a Public Offering (both defined below) Optionee may purchase 100% of the total number of shares to which this option relates. . (1) For purposes of this Agreement, a Change in Control means:

Grant and Terms of Option. Pursuant to action of the Committee, [which action was taken on ____________, ___________ ("Date of Grant"),] [OR] [effective as of the date the Securities and Exchange Commission declares the Company's registration statement filed with respect to the initial public offering of the Common Stock effective ("Date of Grant"),]1/ , the Company grants to Optionee the option to purchase all or any part of ___________________ (__________) shares of the 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 a the purchase price of $__________ per share equal to the initial price to the public as set forth in the final prospectus included in the registration statement filed with the Securities and Exchange Commission for the initial public offering of the Common Stockshare; provided, however, that the right to exercise such option shall be, and is hereby, restricted as follows: (a) No so that no shares may be purchased prior to __________, _____during the first year of the term hereof; that at any time during the term of this option on or after __________, _____the end of the first 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 at any time during the term of this option on or after __________, _____the end of the second year from the Date of Grant, Optionee may purchase up to an additional 25% of the total number of shares to which this option relates; that at any time during the term of this option on or after __________, _____, Optionee may purchase up to an additional 2533-1/3% of the total number of shares to which this option relates; and that at any time on or after __________, _____the end of the third year from the Date of Grant, Optionee may purchase up to an additional 2533-1/3% of the total number of shares to which this option relates; so that on or after __________, _____, upon the 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. (b) . Notwithstanding the foregoing, (i) in the event of a Change of Control (as hereinafter defined), Optionee may purchase 100% of the total number of shares to which this option relates. For purposes , and (ii) if Optionee's employment is terminated with the consent and approval of this Agreementthe Company, other than a Change in Control means:termination with "cause"