Option Vesting Schedule. This Option shall vest and become exercisable, except as hereinafter provided, in whole or in part, at any time and from time to time as follows: • 1/4 on and after February 19, 2016; • an additional 1/4 on and after February 19, 2017; • an additional 1/4 on and after February 19, 2018; • the final 1/4 on and after February 19, 2019. In the event that any of the above vesting dates falls on a day that the Company is not open for business, then vesting of the applicable portion shall occur on the next succeeding day that the Company is open for business.

Option Vesting Schedule. For so long as Employee is employed by the ----------------------- Company or any of its subsidiaries, and thereafter solely to the extent set forth in Sections 8.5(b) and 8.6(b), the Unvested Class A Options, the Unvested Class L Options and the Unvested $61 Options shall vest in accordance with the following schedule (or as otherwise set forth in Exhibit A hereto): (1) 35% upon Closing; and (2) 65% in equal monthly installments beginning on the 28th day of the month during which the Closing occurs and ending on October 28, 2000; provided, however, that 50% of the Unvested Replacement Options which vest on any date shall become "Escrow Options." Thereafter, any cash, Company Common -------------- Stock or other securities of any entity which are received upon the exercise, sale, transfer or other disposition of any Escrow Option or the proceeds thereof shall be deposited (net of applicable taxes payable in respect thereof (such amount referred to herein as the "Taxes")) into an escrow account established pursuant to a mutually acceptable escrow agreement (the "Escrow Account"). All -------------- assets held in the Escrow Account shall be released to Employee on the earlier of (i) the fourth anniversary of the Closing and (ii) the termination date of the Noncompetition Period set forth in the Non-Compete and Technology Transfer Agreement between Employee and the Company dated as of the date hereof (as may be amended or otherwise modified from time to time, the "Non-Compete Agreement") --------------------- (such date, the "Release Date"); provided, however, that upon a determination by ------------ the Board of Directors that a material violation of the Non-Compete Agreement by Employee has occurred prior to the Release Date (such determination to be made only if Employee has failed to cure such violation to the reasonable satisfaction of the Board of Directors within a reasonable period of time after having been given ten (10) business days written notice thereof), (x) all assets in the Escrow Account shall be immediately released to the Company and (y) Employee shall pay to the Company an amount equal to the Taxes.

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Option Vesting Schedule. Check one:

Option Vesting Schedule. The Options granted under this Agreement shall be subject to two vesting requirements and conditions: (i) percentage achievement (based on the Performance Goals Achievement Scale) of the Mobile Business Revenue Goal and Mobile Business Gross Profit Goal, as determined below ("Mobile Business Performance Goals Component"); and (ii) time vesting based on the time vesting schedule ("Time Vesting Schedule") set forth below ("Time Vesting Component"). For Options to vest and become exercisable, the number of Options eligible to vest under the Time Vesting Component must first be determined under the Mobile Business Performance Goals Component in accordance with the formulas set forth below ("Vesting Eligible Performance Options"). The aggregate number of Vesting Eligible Performance Options is determined based upon achievement of Mobile Business Performance Goals. Once the aggregate number of Vesting Eligible Performance Options is determined, the Vesting Eligible Performance Options are then subject to vesting under the Time Vesting Component in accordance with the Time Vesting Schedule. Options that are not determined to be Vesting Eligible Performance Options shall not vest and shall be cancelled as soon as the number of Vesting Eligible Performance Options is determined by the Committee. The Vesting Eligible Performance Options Determination Date is the date that the Mobile Business Revenues and Mobile Business Gross Profit is determined for the Mobile Business Measurement Period in accordance with the procedures set forth in the Asset Purchase Agreement. The number of Vesting Eligible Performance Options (which may not exceed the Maximum Number of Vesting Eligible Performance Options) is determined in accordance with the following formula: [Combined Mobile Business Performance Goals Vesting Eligible Percentage] x [Maximum Number of Vesting Eligible Performance Options] The following definitions apply to this Vesting Schedule:

Option Vesting Schedule. Check one: ¨ Options are exercisable with respect to all shares on or after the date hereof ¨ Options are exercisable with respect to the number of shares indicated below on or after the date indicated next to the number of shares:

Option Vesting Schedule. The Option shall be exercisable as follows: Number of Shares First Date of Exercise 6,000 June 1, 1999 6,000 June 1, 2000 6,000 June 1, 2001 6,000 June 1, 2002 6,000 June 1, 2003 The First Date of Exercise shall mean, with respect to each group of shares of Common Stock covered by the Option, the date on which the Option becomes exercisable with respect to such shares of Common Stock. Such shares may be purchased either in whole or in part at any time and from time to time on or after the First Date of Exercise and prior to the Expiration Date, as defined below. The Board of Directors of Holding ("Board"), or, if there is a Stock Option Committee ("Committee"), the Committee may accelerate the vesting of the Option, subject to the limitations contained in the Plan.

Option Vesting Schedule. Subject to subsection (c) below, this option will become exercisable (“vest”) as to 25% of the original number of Shares on the first anniversary of the Vesting Commencement Date (as defined below) and as to an additional 2.0833% of the original number of Shares at the end of each successive month following the first anniversary of the Vesting Commencement Date until the fourth anniversary of the Vesting Commencement Date. On the fourth anniversary of the Vesting Commencement Date, this option will be exercisable as to all Shares. For purposes of this Agreement, “Vesting Commencement Date” shall mean [__________________]. For purposes of this Agreement and the Restricted Stock Agreement (as defined below), any Shares that have vested in accordance with this Section 2(a) are referred to as “Vested Shares.” To the extent there are unvested Shares under this option, with regard to which an exercise has not yet been made, and unvested Shares under any Restricted Stock Agreement, vesting shall apply first to those unvested Shares that are subject to a Restricted Stock Agreement. To the extent there is any ambiguity in which of the Shares, whether under this option, with regard to which an exercise has not yet been made, or under a Restricted Stock Agreement, are vested, the determination of which of the Shares are vested shall be made by the Board of Directors of the Company in its sole discretion.

Option Vesting Schedule. This Option shall vest and become exercisable, except as hereinafter provided, in whole or in part, as follows:

Option Vesting Schedule. This Option shall vest and become exercisable, except as hereinafter provided, in whole or in part, as follows: • 25% on February 19, 2021; • an additional 25% on February 19, 2022; • an additional 25% on February 19, 2023; • the final 25% on February 19, 2024.

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