Common use of Option Grants Clause in Contracts

Option Grants. The Company shall, (i) effective as of the Effective Date, grant to the Executive an option (the "Initial Option") pursuant to the Company's 1996 Stock Option Plan or otherwise (the "Option Plan") to purchase up to one million (1,000,000) shares of the Company's common stock, par value $0.01 per share ("Common Stock") and (ii) effective as of September 26th, 2001, grant to the Executive an option (the "Additional Option" and, together and with the Initial Option, the "Options") pursuant to the Option Plan to purchase up to four hundred thousand (400,000) shares of Common Stock. The Initial Option and the Additional Option shall each be evidenced by an agreement containing such terms and conditions as the Board shall determine are necessary and desirable, consistent with the terms of the Option Plan; provided, however, that the Options shall (i) have a per share exercise price equal to the closing price of the Common Stock on the New York Stock Exchange ("NYSE") as of the Effective Date, with respect to the Initial Option and, as of September 26, 2001, with respect to the Additional Option; (ii) become cumulatively vested and exercisable with respect to twenty percent (20%) of the shares covered thereby on each of the first five anniversaries of the Effective Date; (iii) become fully vested and exercisable with respect to one-hundred percent (100%) of the shares covered thereby upon the occurrence of a Change in Control (as defined below); (iv) upon a termination of employment hereunder either (x) by the Company without Cause or (y) by the Executive for Good Reason (each as defined in Section 6(g)), become vested with respect to that number of shares that would have become vested in the normal course during the 36-month period following the Termination Date, absent such termination of employment (and without taking into account any subsequent Change in Control); and (v) notwithstanding the vesting and exercise period stated in such Options or the Option Plan, the Executive shall have not less than a period expiring seven months following the Termination Date to exercise such Options. For purposes of this Agreement, a Change in Control shall be deemed to have occurred upon the first of the following to occur: (A) any Person (within the meaning of Section 3(a)(9) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), as modified and used in Sections 13(d) and 14(d) thereof), other than Joseph Littlejohn & Levy Fund II, L.P. (or ▇▇▇ ▇▇▇▇▇▇▇te (▇▇▇hin the meaning of Regulation D Rule 501(b) under the Securities Act of 1933, as amended (the "Securities Act")) thereof), TSG Capital Fund II, L.P. (or any affiliate thereof), or Canadian Imperial Bank of Commerce (or affiliate thereof) (such entitles, collectively, the "JLL Group"), is or becomes the "Beneficial Owner" (within the meaning of Rule 13d-3 under the Exchange Act) of fifty percent (50%) or more of either (1) the then-outstanding Common Stock or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors; (B) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, as of the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; (C) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least fifty percent (50%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, provided, however, that it shall not be a Change in Control under this clause (C) if (i) directors appointed or nominated by the JLL Group or any constituent member thereof continue immediately following such transaction to constitute a majority of the Board and (ii) the JLL Group or any constituent member thereof continues immediately following such transaction to own securities representing at least thirty-five percent (35%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or (D) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of its assets.

Option Grants. The Company shall, (i) effective In consideration of Executive’s entering into this Agreement, Executive shall be granted a stock option (the “Contingent Option”) to purchase from the Company two million (2,000,000) shares of the Company’s common stock. The Contingent Option shall be approved by the Board or the Compensation Committee of the Board and issued to Executive on the Commencement Date (or the date of Board or Compensation Committee approval, if later), contingent upon approval by the Company’s stockholders at the Company’s annual meeting currently scheduled for January 2018, with an exercise price equal to the fair market value of a share of the Company’s common stock as of the Effective DateCommencement Date (or the date of Board or Compensation Committee approval, grant to if later). If the Company’s stockholders do not approve the Contingent Option, Executive shall forfeit the Contingent Option. The Contingent Option shall be governed by an option award agreement between Executive and the Company substantially in the form attached hereto as Exhibit A (the "Initial Option") pursuant “Contingent Option Agreement”). Subject to terms of the Company's 1996 Stock Contingent Option Plan or otherwise (the "Option Plan") to purchase up to Agreement, one million (1,000,000) Options shall vest on the date that the Company’s stockholders approve the Contingent Option and one twenty-fourth (1/24th) of the remaining one million (1,000,000) Contingent Options shall vest on each monthly anniversary of the date of grant. In the event of any conflict or ambiguity between this Agreement and the Contingent Option Agreement, the Contingent Option Agreement shall govern. (ii) In consideration of Executive’s entering into this Agreement, Executive shall be granted a stock option (the “Pisces Option”) to purchase from the Company five hundred thousand (500,000) shares of the Company's ’s common stock, par value $0.01 per share ("Common Stock") and (ii) effective as of September 26th, 2001, grant to the Executive an option (the "Additional Option" and, together and with the Initial Option, the "Options") pursuant to the Option Plan to purchase up to four hundred thousand (400,000) shares of Common Stock. The Initial Option and the Additional Pisces Option shall each be evidenced approved by an agreement containing such terms and conditions as the Board shall determine are necessary and desirable, consistent with or the terms Compensation Committee of the Option Plan; providedBoard and issued to Executive on the Commencement Date (or the date of Board or Compensation Committee approval, howeverif later), that contingent upon approval by the Options shall (i) have a per share Company’s stockholders at the Company’s annual meeting currently scheduled for January 2018, with an exercise price equal to the closing price fair market value of a share of the Common Stock on the New York Stock Exchange ("NYSE") Company’s common stock as of the Effective DateCommencement Date (or the date of Board or Compensation Committee approval, with respect if later). The Contingent Option shall be governed by an option award agreement between Executive and the Company substantially in the form attached hereto as Exhibit B (the “Pisces Option Agreement”). Subject to the Initial Option and, as of September 26, 2001, with respect to the Additional Option; (ii) become cumulatively vested and exercisable with respect to twenty percent (20%) terms of the shares covered thereby on each of the first five anniversaries of the Effective Date; Company’s 2011 Stock Incentive Plan and related award agreement, two hundred fifty thousand (iii250,000) become Pisces Options shall be fully vested and exercisable with respect to one-on the date that the Company achieves one hundred percent (100%) enrollment in the first cohort of the shares covered thereby upon Pisces Study (the occurrence “Enrollment Date”) and two hundred fifty thousand (250,000) Pisces Options shall vest on the first anniversary of a Change in Control (as defined below); (iv) upon a termination the Enrollment Date. In the event of employment hereunder either (x) by any conflict or ambiguity between this Agreement and the Company without Cause or (y) by the Executive for Good Reason (each as defined in Section 6(g)), become vested with respect to that number of shares that would have become vested in the normal course during the 36-month period following the Termination Date, absent such termination of employment (and without taking into account any subsequent Change in Control); and (v) notwithstanding the vesting and exercise period stated in such Options or the Pisces Option PlanAgreement, the Pisces Option Agreement shall govern. (iii) Notwithstanding the foregoing, Executive shall have not less than a period expiring seven months following the Termination Date be eligible to exercise be granted such Options. For purposes of this Agreement, a Change in Control shall equity awards as may be deemed to have occurred upon the first of the following to occur: (A) any Person (within the meaning of Section 3(a)(9) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), as modified and used in Sections 13(d) and 14(d) thereof), other than Joseph Littlejohn & Levy Fund II, L.P. (or ▇▇▇ ▇▇▇▇▇▇▇te (▇▇▇hin the meaning of Regulation D Rule 501(b) under the Securities Act of 1933, as amended (the "Securities Act")) thereof), TSG Capital Fund II, L.P. (or any affiliate thereof), or Canadian Imperial Bank of Commerce (or affiliate thereof) (such entitles, collectively, the "JLL Group"), is or becomes the "Beneficial Owner" (within the meaning of Rule 13d-3 under the Exchange Act) of fifty percent (50%) or more of either (1) the then-outstanding Common Stock or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors; (B) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, as of the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election approved by the Board or nomination for election by the Company's stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; (C) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least fifty percent (50%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, provided, however, that it shall not be a Change in Control under this clause (C) if (i) directors appointed or nominated by the JLL Group or any constituent member thereof continue immediately following such transaction to constitute a majority Compensation Committee of the Board in its sole discretion, subject to regulatory approval and (ii) subject to the JLL Group terms and conditions set out in the Plan, including all terms and conditions regarding vesting and exercise of such equity awards upon termination or any constituent member thereof continues immediately following such transaction to own securities representing at least thirty-five percent (35%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or (D) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of its assetsother events.

Option Grants. The Company shall, (ia) effective as Executive shall have the economic benefits of the Effective Date, grant to the Executive an option (the "Initial Option") pursuant to the Company's 1996 Stock Option Plan or otherwise (the "Option Plan") to purchase up to one million (1,000,000) 1,500,000 ordinary shares of the Company's common stock, par value $0.01 Parent at an exercise price of 39p per share granted under the Parent’s 2001 Executive Share Option Scheme ("Common Stock"the “2001 Scheme”) a summary of which is attached hereto (the “Option”). The Option and (ii) effective exercise thereof shall be subject to all of the terms and conditions of the 2001 Scheme. As soon as practical after the date hereof you shall be granted the Option under the Parent’s 2001 Scheme or under any other plan or arrangement having terms substantially the same as the 2001 Scheme. The parties acknowledge that the Option may consist of one or more options granted under the same plan or arrangement or different plans or arrangements and the shares issued to Executive upon exercise of the Option may consist of newly issued shares or shares previously outstanding and acquired by the Company or the Parent. Until such time as the Option is granted in full, the Company shall provide Executive with the same economic benefits as if such Option had been granted as of September 26thJune 1, 20012003. Namely, grant prior to the Executive an option (the "Additional Option" and, together and with the Initial Option, the "Options") pursuant to actual grant of the Option Plan but subject to purchase up your right to four hundred thousand (400,000) shares of Common Stock. The Initial exercise the Option and on the Additional Option shall each be evidenced by an agreement containing such same terms and conditions as apply and to the Board same extent permitted under the 2001 Scheme, on written notice to the Company given by you on or before May 31, 2013, you will be entitled to receive from the Company a gross cash payment (subject to the usual statutory deductions) in an amount equal to the amount by which the Company’s ordinary share closing price on the date on which you give such notice exceeds 39p (the “Spread”) multiplied by 1,500,000 (subject to adjustment as provided in the 2001 Scheme as if the 1,500,000 had been ordinary shares on June 1, 2003) or such lesser number of shares in respect of which the Option is then exercisable under the terms of the 2001 Scheme and for which no Option to purchase such shares has been granted as at the date of such notice. (b) If the Option has not been granted for the full 1,500,000 shares prior to the date of termination of your employment, then your rights to the benefits of the Option for the number of shares for which no Option has been granted shall determine are necessary be dealt with and desirablecontinued on the same terms as an option would have been treated under the 2001 Scheme. In the event that the exercise price at which the all or any portion of the Option is granted is required to be greater than 39p per share, consistent then the Company shall, concurrently with your exercise of such Option, make a cash payment to you for the Spread for each share purchased upon exercise of the Option equal to the difference between 39p and the actual exercise price of the Option for such share (the “Make-up Payment”). If any portion of the Option which may have been granted at an exercise price of more than 39p per share becomes exercisable in accordance with the terms of the 2001 Scheme but is not exercised prior to its expiration or termination, then the Company shall make a cash payment to you upon expiration or other termination of all or any portion of the Option Plan; provided, however, that in accordance with the Options shall (i) have a per share exercise price terms of the 2001 Scheme equal to the closing Make-up Payment for each share subject to the expiring or terminating Option. All of the foregoing shall be subject to regulatory and other restrictions applicable to the Company. (c) In the event the Company makes any cash payments to Executive upon exercise of the Option under Paragraph 19(a) or Paragraph 19(b), then the Company shall pay Executive an additional amount, on a grossed up basis, which may be necessary to give Executive the same economic benefit (i.e. long term capital gain tax rate versus ordinary income tax rate) Executive would have received had the Option been granted on June 1, 2003 subject to the 2001 Scheme and on the date the Option is exercised, the applicable shares which would have been acquired on the exercise of the Option had immediately been sold by Executive. Notwithstanding the foregoing, the maximum amount of the Spread (gain) to which this subparagraph shall apply is 11p per share. (d) By way of illustration of the foregoing—Assume that Executive has been granted an option under the 2001 Scheme to purchase 1,000,000 ordinary shares at 50p per share but that no option has been granted with respect to 500,000 ordinary shares. Assume also that at March 1, 2007, all of the performance conditions under the 2001 Scheme have been met so that the Option has become fully exercisable and the market price of the Common Stock on Parent’s ordinary shares is £2 and that Executive elects to exercise the New York Stock Exchange Option in full. In such a case, Executive will receive a cash payment under Paragraph 19(a) equal to 500,000 times 161p ("NYSE"200p minus 39p) as or £805,000; 1,000,000 ordinary shares under the option upon payment of the Effective Dateexercise price of 50p per share; the Make-up Payment under Paragraph 19(b) equal to 11p times 1,000,000 or £110,000; and, if applicable, an additional payment under Paragraph 19(c) in respect of £55,000 of the £805,000 payment made pursuant to Paragraph 19(a) and with respect to the Initial Option and£110,000 Make-up Payment made pursuant to Paragraph 19(b). (e) From and after October 1, as 2003, Executive will receive appropriate market determined grants of September 26, 2001, with respect to the Additional Option; (ii) become cumulatively vested and exercisable with respect to twenty percent (20%) of the shares covered thereby on each of the first five anniversaries of the Effective Date; (iii) become fully vested and exercisable with respect share options at least equal to one-hundred percent (100%) times his then Base Salary at such times as share options are granted to other senior executives of the shares covered thereby upon the occurrence of a Change Group generally but in Control (as defined below); (iv) upon a termination of employment hereunder either (x) by the Company without Cause or (y) by the Executive for Good Reason (each as defined no event more than once in Section 6(g)), become vested with respect to that number of shares that would have become vested in the normal course during the 36-month period following the Termination Date, absent such termination of employment (and without taking into account any subsequent Change in Control); and (v) notwithstanding the vesting and exercise period stated in such Options or the Option Plan, the Executive shall have not less than a period expiring seven months following the Termination Date to exercise such Options. For purposes of this Agreement, a Change in Control shall be deemed to have occurred upon the first of the following to occur: (A) any Person (within the meaning of Section 3(a)(9) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), as modified and used in Sections 13(d) and 14(d) thereof), other than Joseph Littlejohn & Levy Fund II, L.P. (or ▇▇▇ ▇▇▇▇▇▇▇te (▇▇▇hin the meaning of Regulation D Rule 501(b) under the Securities Act of 1933, as amended (the "Securities Act")) thereof), TSG Capital Fund II, L.P. (or any affiliate thereof), or Canadian Imperial Bank of Commerce (or affiliate thereof) (such entitles, collectively, the "JLL Group"), is or becomes the "Beneficial Owner" (within the meaning of Rule 13d-3 under the Exchange Act) of fifty percent (50%) or more of either (1) the then-outstanding Common Stock or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors; (B) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, as of the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; (C) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least fifty percent (50%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, provided, however, that it shall not be a Change in Control under this clause (C) if (i) directors appointed or nominated by the JLL Group or any constituent member thereof continue immediately following such transaction to constitute a majority of the Board and (ii) the JLL Group or any constituent member thereof continues immediately following such transaction to own securities representing at least thirty-five percent (35%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or (D) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of its assetsfiscal year.

Option Grants. The Company shall(a) As soon as practical after the date hereof, (i) effective as of the Effective Date, grant to the Executive you shall be granted an option (the "Initial Option") pursuant to the Company's 1996 Stock Option Plan or otherwise (the "Option Plan") to purchase up to one million (1,000,000) acquire 600,000 ordinary shares of the Company's common stock, par value $0.01 per share ("Common Stock") and (ii) effective as of September 26th, 2001, grant to the Executive an option (the "Additional Option" and, together and with the Initial Option, the "Options") pursuant to the Option Plan to purchase up to four hundred thousand (400,000) shares of Common Stock. The Initial Option and the Additional Option shall each be evidenced by an agreement containing such terms and conditions as the Board shall determine are necessary and desirable, consistent with the terms of the Option Plan; provided, however, that the Options shall (i) have Parent at a per share exercise price equal to the closing price fair market value of such shares on the date of grant, but not less than 50p, under the Parent’s 2001 Executive Share Option Scheme (the “2001 Scheme”) a summary of which is attached hereto (the “Option”). The Option and exercise thereof shall be subject to all of the Common Stock on the New York Stock Exchange ("NYSE") as terms and conditions of the Effective Date, with respect 2001 Scheme. (b) If the Option has not been granted for the full 600,000 shares prior to the Initial Option and, as of September 26, 2001, with respect to the Additional Option; (ii) become cumulatively vested and exercisable with respect to twenty percent (20%) earlier of the shares covered thereby on each expiration of twelve months from the first five anniversaries date hereof or the effective date of the Effective Date; (iii) become fully vested and exercisable with respect to one-hundred percent (100%) of the shares covered thereby upon the occurrence of a Change in Control (as defined below); (iv) upon a your termination of employment hereunder either (x) by the Company without Cause or (y) by the Executive for Good Reason (each as defined the “Termination Date”) then, in Section 6(g)lieu of any remaining obligations of the Company under Paragraph 19(a), become vested with respect to that number on the earlier of shares that would have become vested in the normal course during first anniversary of the 36-month period following date of this Agreement or the Termination Date, absent such termination the Company will make a gross cash payment (subject to the usual statutory deductions) to you equal to the amount by which the Parent’s ordinary share closing price on the London Stock Exchange on the business day immediately preceding the anniversary date or Termination Date, as the case may be, exceeds the greater of employment (and without taking into account any subsequent Change a) the closing price on the London Stock Exchange of the Parent’s ordinary shares on August 6, 2003 or (b) 50p, multiplied by 600,000 (subject to adjustment as provided in Control); and (v) notwithstanding the vesting and exercise period stated in such Options or 2001 Scheme as if the 600,000 shares subject to the Option Planhad been ordinary shares on the date hereof) or such lesser number of shares for which no Option to purchase such shares has been granted to you prior to such anniversary date or Termination Date. Notwithstanding the foregoing, no payment under this Paragraph 17(b) will be made unless the Company’s Remuneration Committee is satisfied that the performance conditions contained or referred to in the rules of the 2001 Scheme (as amended and applicable at the time of payment), shall have been met and measured up to the date of payment. In coming to its decision, the Remuneration Committee shall have regard to the applicability of the performance conditions as contained in the rules of the 2001 Scheme. (c) From and after October 1, 2003, and for so long as Executive shall have not less than a period expiring seven months following the Termination Date to exercise such Options. For purposes of this Agreement, a Change in Control shall be deemed to have occurred upon the first remain an employee of the following Group, Executive will receive appropriate market determined grants of share options at least equal to occur: (A) any Person (within the meaning of Section 3(a)(9) of the Securities and Exchange Act of 1934, one-times his then Base Salary at such times as amended (the "Exchange Act"), as modified and used in Sections 13(d) and 14(d) thereof), share options are granted to other than Joseph Littlejohn & Levy Fund II, L.P. (or ▇▇▇ ▇▇▇▇▇▇▇te (▇▇▇hin the meaning of Regulation D Rule 501(b) under the Securities Act of 1933, as amended (the "Securities Act")) thereof), TSG Capital Fund II, L.P. (or any affiliate thereof), or Canadian Imperial Bank of Commerce (or affiliate thereof) (such entitles, collectively, the "JLL Group"), is or becomes the "Beneficial Owner" (within the meaning of Rule 13d-3 under the Exchange Act) of fifty percent (50%) or more of either (1) the then-outstanding Common Stock or (2) the combined voting power of the then-outstanding voting securities senior executives of the Company entitled to vote and its affiliates generally but in the election of directors; (B) the following individuals cease for no event more than once in any reason to constitute a majority of the number of directors then serving: individuals who, as of the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; (C) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least fifty percent (50%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, provided, however, that it shall not be a Change in Control under this clause (C) if (i) directors appointed or nominated by the JLL Group or any constituent member thereof continue immediately following such transaction to constitute a majority of the Board and (ii) the JLL Group or any constituent member thereof continues immediately following such transaction to own securities representing at least thirty-five percent (35%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or (D) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of its assetsfiscal year.

Option Grants. The Company shall, (i) effective as No person shall have any discretion to select which Outside Directors shall be granted Options or to determine the number of the Effective Date, grant Shares to the Executive an option (the "Initial Option") pursuant be covered by Options granted to the Company's 1996 Stock Option Plan or otherwise (the "Option Plan") to purchase up to one million (1,000,000) shares of the Company's common stock, par value $0.01 per share ("Common Stock") and (ii) effective as of September 26th, 2001, grant to the Executive an option (the "Additional Option" and, together and with the Initial Option, the "Options") pursuant to the Option Plan to purchase up to four hundred thousand (400,000) shares of Common Stock. The Initial Option and the Additional Option shall each be evidenced by an agreement containing such terms and conditions as the Board shall determine are necessary and desirable, consistent with the terms of the Option PlanOutside Directors; provided, however, that the Options nothing in this Plan shall (i) have a per share exercise price equal be construed to the closing price of the Common Stock on the New York Stock Exchange ("NYSE") as of the Effective Date, with respect prevent an Outside Director from declining to the Initial receive an Option and, as of September 26, 2001, with respect to the Additional Option; under this Plan. (ii) become cumulatively vested and exercisable Upon the effective date of this Plan, each person who is then an Outside Director shall be automatically granted an Option to purchase 14,000 Shares (as adjusted in accordance with respect Section 11). Each Outside Director who first becomes an Outside Director after the effective date of this Plan (other than a person who was previously a Director) shall be automatically granted an Option to twenty percent purchase 30,000 Shares (20%as adjusted in accordance with Section 11) of on the shares covered thereby date on each of the first five anniversaries of the Effective Date; which such person becomes an Outside Director. (iii) become fully vested and exercisable with respect to one-hundred percent (100%) On the first day of each fiscal year of the shares covered thereby upon Company occurring after the occurrence effective date of a Change in Control this Plan, each Outside Director shall be automatically granted an Option to purchase 10,000 Shares (as defined belowadjusted in accordance with Section 11) (a "Subsequent Option"), provided that at the date of grant of each Subsequent Option such person is an Outside Director; and provided further, that sufficient shares are available under the Plan for the grant of such Subsequent Option. (iv) upon a termination The terms of employment an Option granted hereunder either (x) by the Company without Cause or (y) by the Executive for Good Reason (each as defined in Section 6(g)), become vested with respect to that number of shares that would have become vested in the normal course during the 36-month period following the Termination Date, absent such termination of employment (and without taking into account any subsequent Change in Control); and (v) notwithstanding the vesting and exercise period stated in such Options or the Option Plan, the Executive shall have not less than a period expiring seven months following the Termination Date to exercise such Options. For purposes of this Agreement, a Change in Control shall be deemed to have occurred upon the first of the following to occuras follows: (A) any Person (within the meaning of Section 3(a)(9) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), as modified and used in Sections 13(d) and 14(d) thereof), other than Joseph Littlejohn & Levy Fund II, L.P. (or ▇▇▇ ▇▇▇▇▇▇▇te (▇▇▇hin the meaning of Regulation D Rule 501(b) under the Securities Act of 1933, as amended (the "Securities Act")) thereof), TSG Capital Fund II, L.P. (or any affiliate thereof), or Canadian Imperial Bank of Commerce (or affiliate thereof) (such entitles, collectively, the "JLL Group"), is or becomes the "Beneficial Owner" (within the meaning of Rule 13d-3 under the Exchange Act) of fifty percent (50%) or more of either (1) the then-outstanding Common Stock or term of the Option shall be five (5) years; (2) the combined voting power exercise price per share of Common Stock shall be 100% of the then-outstanding voting securities Fair Market Value on the date of grant of the Company entitled to vote generally in the election of directorsOption; (B3) the following individuals cease for any reason Options granted hereunder shall become exercisable in installments cumulatively with respect to constitute a majority 1/36 of the number of directors then serving: individuals who, as Shares subject to the Option (or 1/36 of the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating Shares subject to the election Option as increased or decreased as provided in Section 11 hereof) on the first day of directors each month following the date of the Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommendedgrant; (Cv) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a merger or consolidation which would result Options shall be evidenced by written Option agreements in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least fifty percent (50%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, provided, however, that it shall not be a Change in Control under this clause (C) if (i) directors appointed or nominated by the JLL Group or any constituent member thereof continue immediately following such transaction to constitute a majority of form as the Board and (ii) the JLL Group or any constituent member thereof continues immediately following such transaction to own securities representing at least thirty-five percent (35%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or (D) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of its assetsshall approve.

Option Grants. The Company shall, Parent covenants to grant options to purchase Parent’s common stock to the Designated Employees (the “Option Grants”) not later than one Nasdaq Global Select trading day after the Closing Date as follows: (i) effective as “Designated Employees” shall mean those employees of the Effective Date, grant Company designated in writing by the Chief Executive Officer of the Company prior to the Executive an option (the "Initial Option") pursuant Closing, subject to the Company's 1996 Stock Option Plan or otherwise (the "Option Plan") to purchase up to one million (1,000,000) shares reasonable approval of the Company's common stock, par value $0.01 per share ("Common Stock") and Parent’s Chief Executive Officer; (ii) effective as the aggregate number of September 26th, 2001, grant to the Executive an option (the "Additional Option" and, together and with the Initial Option, the "Options") pursuant shares subject to the Option Plan to purchase up to four hundred Grant for all Designated Employees shall be sixty two thousand (400,00062,000) shares of Common Stock. The Initial Option (subject to appropriate adjustments for stock splits and the Additional Option like), (iii) the number of stock options each Designated Employee shall each receive shall be evidenced designated by an agreement containing such terms and conditions as the Board shall determine are necessary and desirable, consistent with the terms Chief Executive Officer of the Option PlanCompany prior to the Closing date, subject to the reasonable approval of Parent’s Chief Executive Officer; provided, however, that (iv) the Options shall (i) have a per share exercise price equal of the options subject to the Option Grants shall be the closing price of the Common Stock Parent’s common stock on the New York Stock Exchange Nasdaq Global Select market on the date of grant by Parent; ("NYSE"v) as the vesting (4 year monthly vest with a 1 year cliff (i.e., 25% of options vest at the 1 year anniversary of the Effective Dategrant, with respect to and the Initial Option and, as of September 26, 2001, with respect to remainder vest monthly over the Additional Option; (iinext 36 months)) become cumulatively vested and exercisable with respect to twenty percent (20%) other terms and conditions of the shares covered thereby on each Option Grants shall be substantially the same as Parent provides for its new employees generally under its current stockholder approved equity incentive plan (although the Option Grants are expected to be made outside of the first five anniversaries of the Effective Date; (iii) become fully vested and exercisable with respect to one-hundred percent (100%) of the shares covered thereby upon the occurrence of a Change in Control (as defined belowsuch plan); (ivvi) upon a termination schedule to this Agreement shall be added prior to the Closing reflecting the names of employment hereunder either (x) by the Company without Cause or (y) by Designated Employees, Option Grant award amounts per Designated Employee, manner of determining exercise price of the Executive options and vesting terms for Good Reason (each as defined in Section 6(g)), become vested with respect to that number of shares that would have become vested in the normal course during the 36-month period following the Termination Date, absent such termination of employment (and without taking into account any subsequent Change in Control)grant; and (vvii) notwithstanding the vesting and exercise period stated in such Options or the Option Plan, the Executive shall have not less than a period expiring seven months following the Termination Date to exercise such Options. For purposes of this Agreement, a Change in Control each Designated Employee shall be deemed to have occurred upon the first notified of the following to occur: (A) any Person (within the meaning of Section 3(a)(9) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), as modified and used in Sections 13(d) and 14(d) thereof), other than Joseph Littlejohn & Levy Fund II, L.P. (his or ▇▇▇ ▇▇▇▇▇▇▇te (▇▇▇hin the meaning of Regulation D Rule 501(b) under the Securities Act of 1933, as amended (the "Securities Act")) thereof), TSG Capital Fund II, L.P. (or any affiliate thereof), or Canadian Imperial Bank of Commerce (or affiliate thereof) (such entitles, collectively, the "JLL Group"), is or becomes the "Beneficial Owner" (within the meaning of Rule 13d-3 under the Exchange Act) of fifty percent (50%) or more of either (1) the then-outstanding Common Stock or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors; (B) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, as of the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; (C) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately her grant prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least fifty percent (50%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, provided, however, that it shall not be a Change in Control under this clause (C) if (i) directors appointed or nominated by the JLL Group or any constituent member thereof continue immediately following such transaction to constitute a majority of the Board and (ii) the JLL Group or any constituent member thereof continues immediately following such transaction to own securities representing at least thirty-five percent (35%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or (D) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of its assetsClosing.

Option Grants. The REIT has established the 2002 Equity Incentive Plan (“Equity Incentive Plan”). The Company shall, (i) effective as of agrees that on the Effective Date, Executive will receive an initial grant to the Executive an option of options (the "“Initial Option") pursuant to the Company's 1996 Stock Option Plan or otherwise (the "Option Plan"Grant Options”) to purchase up to one million (1,000,000) 75,000 common shares of beneficial ownership of the Company's common stock, par value $0.01 per share REIT ("“Common Stock"Shares”) and (ii) effective as under the Equity Incentive Plan. The grant of September 26th, 2001, grant the Initial Grant Options will be made pursuant to the Executive an option Award Agreement (the "Additional Option" and, together and with “Award Agreement”) that will contain the Initial Option, the "Options") pursuant to the Option Plan to purchase up to four hundred thousand (400,000) shares of Common Stock. The Initial Option and the Additional Option shall each be evidenced by an agreement containing such terms and conditions as of the Board shall determine are necessary and desirablegrant, consistent with subject to the terms of the Option Equity Incentive Plan. The Award Agreement will contain provisions stating that the Initial Grant Options will have a term of ten (10) years and will vest and become exercisable with respect to 25% of the underlying Common Shares on the one-year anniversary of the date of grant and 6.25% of the underlying Common Shares on the last day of each fiscal quarter thereafter until fully vested; provided, however, that that, upon any of the Options shall following events the Executive will be 100% vested in the Initial Grant Options: (i) have a per share exercise price equal to the closing price of the Common Stock on the New York Stock Exchange ("NYSE") as of the Effective Date, with respect to the Initial Option and, as of September 26, 2001, with respect to the Additional Option; (ii) become cumulatively vested and exercisable with respect to twenty percent (20%) of the shares covered thereby on each of the first five anniversaries of the Effective Date; (iii) become fully vested and exercisable with respect to one-hundred percent (100%) of the shares covered thereby upon the occurrence of a Change in Control (as defined belowherein); , (ivii) upon a termination of employment hereunder either (x) by the Company without Cause (as defined herein), (iii) his death, or (yiv) his becoming Permanently Disabled (as defined herein). Executive will forfeit all unvested Initial Grant Options if he is terminated at any time for Cause, or if he voluntarily terminates his employment with the Company for any reason. The exercise price of the Initial Grant Options shall be the market value of the REIT’s shares on the Effective Date, except to the extent otherwise required for the Initial Grant Options to be treated as ISOs (as defined below). The Executive shall be eligible to receive future option grants as recommended by the Chief Executive for Good Reason (each as defined in Officer and approved by the Compensation Committee. The Initial Grant Options are intended to meet the qualifications of Section 6(g)), become vested with respect to that number of shares that would have become vested in the normal course during the 36-month period following the Termination Date, absent such termination of employment (and without taking into account any subsequent Change in Control); and (v) notwithstanding the vesting and exercise period stated in such Options or the Option Plan, the Executive shall have not less than a period expiring seven months following the Termination Date to exercise such Options. For purposes of this Agreement, a Change in Control shall be deemed to have occurred upon the first 422 of the following to occur: (A) any Person (within the meaning Internal Revenue Code of Section 3(a)(9) of the Securities and Exchange Act of 19341986, as amended (the "Exchange Act"), as modified “Code” and used in Sections 13(d“ISO” respectively) and 14(d) thereof), other than Joseph Littlejohn & Levy Fund II, L.P. (or ▇▇▇ ▇▇▇▇▇▇▇te (▇▇▇hin the meaning of Regulation D Rule 501(b) under the Securities Act of 1933, as amended (the "Securities Act")) thereof), TSG Capital Fund II, L.P. (or any affiliate thereof), or Canadian Imperial Bank of Commerce (or affiliate thereof) (such entitles, collectively, the "JLL Group"), is or becomes the "Beneficial Owner" (within the meaning of Rule 13d-3 under the Exchange Act) of fifty percent (50%) or more of either (1) the then-outstanding Common Stock or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors; (B) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, as of the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election fullest extent possible and in excess of directors that amount, they will be treated as stock options that do not meet the terms of the Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; Code Section 422 (C) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least fifty percent (50%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, provided, however, that it shall not be a Change in Control under this clause (C) if (i) directors appointed or nominated by the JLL Group or any constituent member thereof continue immediately following such transaction to constitute a majority of the Board and (ii) the JLL Group or any constituent member thereof continues immediately following such transaction to own securities representing at least thirty-five percent (35%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or (D) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of its assets“NQSO”).

Option Grants. The REIT has established the 2002 Equity Incentive Plan ("Equity Incentive Plan"). The Company shall, (i) effective as of agrees that on the Effective Date, Executive will receive an initial grant to the Executive an option of options (the "Initial Option") pursuant to the Company's 1996 Stock Option Plan or otherwise (the "Option PlanGrant Options") to purchase up to one million (1,000,000) 75,000 common shares of beneficial ownership of the Company's common stock, par value $0.01 per share REIT ("Common StockShares") and (ii) effective as under the Equity Incentive Plan. The grant of September 26th, 2001, grant the Initial Grant Options will be made pursuant to the Executive an option Award Agreement (the "Additional Option" and, together and with the Initial Option, the "OptionsAward Agreement") pursuant to that will contain the Option Plan to purchase up to four hundred thousand (400,000) shares of Common Stock. The Initial Option and the Additional Option shall each be evidenced by an agreement containing such terms and conditions as of the Board shall determine are necessary and desirablegrant, consistent with subject to the terms of the Option Equity Incentive Plan. The Award Agreement will contain provisions stating that the Initial Grant Options will have a term of ten (10) years and will vest and become exercisable with respect to 25% of the underlying Common Shares on the one-year anniversary of the date of grant and 6.25% of the underlying Common Shares on the last day of each fiscal quarter thereafter until fully vested; provided, however, that that, upon any of the Options shall following events the Executive will be 100% vested in the Initial Grant Options: (i) have a per share exercise price equal to the closing price of the Common Stock on the New York Stock Exchange ("NYSE") as of the Effective Date, with respect to the Initial Option and, as of September 26, 2001, with respect to the Additional Option; (ii) become cumulatively vested and exercisable with respect to twenty percent (20%) of the shares covered thereby on each of the first five anniversaries of the Effective Date; (iii) become fully vested and exercisable with respect to one-hundred percent (100%) of the shares covered thereby upon the occurrence of a Change in Control (as defined belowherein); , (ivii) upon a termination of employment hereunder either (x) by the Company without Cause (as defined herein), (iii) his death, or (yiv) his becoming Permanently Disabled (as defined herein). Executive will forfeit all unvested Initial Grant Options if he is terminated at any time for Cause, or if he voluntarily terminates his employment with the Company for any reason. The exercise price of the Initial Grant Options shall be the market value of the REIT's shares on the Effective Date, except to the extent otherwise required for the Initial Grant Options to be treated as ISOs (as defined below). The Executive shall be eligible to receive future option grants as recommended by the Chief Executive for Good Reason (each as defined in Officer and approved by the Compensation Committee. The Initial Grant Options are intended to meet the qualifications of Section 6(g)), become vested with respect to that number of shares that would have become vested in the normal course during the 36-month period following the Termination Date, absent such termination of employment (and without taking into account any subsequent Change in Control); and (v) notwithstanding the vesting and exercise period stated in such Options or the Option Plan, the Executive shall have not less than a period expiring seven months following the Termination Date to exercise such Options. For purposes of this Agreement, a Change in Control shall be deemed to have occurred upon the first 422 of the following to occur: (A) any Person (within the meaning Internal Revenue Code of Section 3(a)(9) of the Securities and Exchange Act of 19341986, as amended (the "Exchange ActCode" and "ISO" respectively) to the fullest extent possible and in excess of that amount, they will be treated as stock options that do not meet the terms of Code Section 422 ("NQSO"), as modified and used in Sections 13(d) and 14(d) thereof), other than Joseph Littlejohn & Levy Fund II, L.P. (or ▇▇▇ ▇▇▇▇▇▇▇te (▇▇▇hin the meaning of Regulation D Rule 501(b) under the Securities Act of 1933, as amended (the "Securities Act")) thereof), TSG Capital Fund II, L.P. (or any affiliate thereof), or Canadian Imperial Bank of Commerce (or affiliate thereof) (such entitles, collectively, the "JLL Group"), is or becomes the "Beneficial Owner" (within the meaning of Rule 13d-3 under the Exchange Act) of fifty percent (50%) or more of either (1) the then-outstanding Common Stock or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors; (B) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, as of the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; (C) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least fifty percent (50%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, provided, however, that it shall not be a Change in Control under this clause (C) if (i) directors appointed or nominated by the JLL Group or any constituent member thereof continue immediately following such transaction to constitute a majority of the Board and (ii) the JLL Group or any constituent member thereof continues immediately following such transaction to own securities representing at least thirty-five percent (35%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or (D) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of its assets.

Option Grants. In respect of each calendar year during the Term, the Principals (as defined in the Asset Contribution Agreement) shall be entitled to receive an annual grant of Parent stock options, upon the terms and subject to the conditions of this Section 3(d), based on the Company’s EBITDA (as defined in the Asset Contribution Agreement) achieved in the applicable calendar year during the Term (the “Annual Option Grant”). You shall be entitled to ### of each such Annual Option Grant; provided that, in the event that any of the Principals’ employment with the Company is terminated, your percentage of each Annual Option Grant following such Principal’s termination will be increased pro-rata based on those Principals that remain employed by the Company at the time of such Annual Option Grant. Each Annual Option Grant shall be comprised of a number of Parent stock options such that the dollar value of such options (as determined using the Black-Scholes Model) is equal to ### of the Annual EBITDA Increase in the applicable calendar year. The Company shall“Annual EBITDA Increase” for each calendar year shall equal the difference between (i) the Company’s EBITDA achieved in such calendar year during the Term minus (ii) the greater of (A) ### and (B) the highest EBITDA achieved in any prior calendar year during the Term. The exercise prices for all Parent stock options granted hereunder will be fixed by Parent’s Compensation Committee and will not be less than the fair market value of Parent’s common stock at the time of the grant. Any stock options to be granted under this Section 3(d) in respect of a particular calendar year shall be issued to the you within three (3) months after the expiry of such calendar year. Notwithstanding any other provision of this Agreement, (i) effective as of you shall only be entitled to receive stock options under this Section 3(d) for a particular calendar year if you were employed by the Effective Date, grant to Company for the Executive an option (the "Initial Option") pursuant to the Company's 1996 Stock Option Plan or otherwise (the "Option Plan") to purchase up to one million (1,000,000) shares of the Company's common stock, par value $0.01 per share ("Common Stock") full calendar year; and (ii) effective as of September 26thin the event that your employment is terminated by the Company for Cause, 2001then you shall not be entitled to receive any further stock options under this Section 3(d), grant and any stock options already issued to the Executive an option (the "Additional Option" and, together and with the Initial Option, the "Options"you under this Section 3(d) pursuant to the Option Plan to purchase up to four hundred thousand (400,000) shares of Common Stock. The Initial Option and the Additional Option shall each be evidenced by an agreement containing such terms and conditions as the Board shall determine are necessary and desirable, consistent with the terms of the Option Plan; provided, however, that the Options shall (i) have a per share exercise price equal to the closing price of the Common Stock on the New York Stock Exchange ("NYSE") which remain unexercised as of the Effective Date, with respect to the Initial Option and, as date of September 26, 2001, with respect to the Additional Option; (ii) become cumulatively vested and exercisable with respect to twenty percent (20%) of the shares covered thereby on each of the first five anniversaries of the Effective Date; (iii) become fully vested and exercisable with respect to one-hundred percent (100%) of the shares covered thereby upon the occurrence of a Change in Control (as defined below); (iv) upon a termination of employment hereunder either (x) by the Company without Cause or (y) by the Executive for Good Reason (each as defined in Section 6(g)), become vested with respect to that number of shares that would have become vested in the normal course during the 36-month period following the Termination Date, absent such termination of employment (and without taking into account any subsequent Change in Control); and (v) notwithstanding the vesting and exercise period stated in such Options or the Option Plan, the Executive shall have not less than a period expiring seven months following the Termination Date to exercise such Options. For purposes of this Agreement, a Change in Control shall be deemed to have occurred upon the first of the following to occur: (A) any Person (within the meaning of Section 3(a)(9) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), as modified and used in Sections 13(d) and 14(d) thereof), other than Joseph Littlejohn & Levy Fund II, L.P. (or ▇▇▇ ▇▇▇▇▇▇▇te (▇▇▇hin the meaning of Regulation D Rule 501(b) under the Securities Act of 1933, as amended (the "Securities Act")) thereof), TSG Capital Fund II, L.P. (or any affiliate thereof), or Canadian Imperial Bank of Commerce (or affiliate thereof) (such entitles, collectively, the "JLL Group"), is or becomes the "Beneficial Owner" (within the meaning of Rule 13d-3 under the Exchange Act) of fifty percent (50%) or more of either (1) the then-outstanding Common Stock or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors; (B) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, as of the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; (C) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least fifty percent (50%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, provided, however, that it shall not be a Change in Control under this clause (C) if (i) directors appointed or nominated by the JLL Group or any constituent member thereof continue immediately following such transaction to constitute a majority of the Board and (ii) the JLL Group or any constituent member thereof continues immediately following such transaction to own securities representing at least thirty-five percent (35%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or (D) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of its assetslapse.