Common use of Options and Restricted Stock Clause in Contracts

Options and Restricted Stock. Notwithstanding the terms of any plan, program or arrangement maintained by the Company: (a) upon the Effective Date, (i) the Executive’s Options that are subject to performance-based vesting and for which the applicable performance period has not yet expired shall immediately be converted into Options with time-based vesting conditions, and (ii) the Executive’s Performance-Based Restricted Stock, and any other similar instruments of equity-based compensation that are subject to performance- based vesting, for which the applicable performance period has not yet expired shall immediately be converted into Time-Based Restricted Stock; in each case, with vesting as to the equity awards converted above being deemed to have commenced on the date of grant and vesting as to 1/16th of the grant on each March 20, June 20, September 20 and December 20 following the date of grant; (b) upon a Triggering Event, all of the Executive’s Options, Performance-Based Restricted Stock and Time-Based Restricted Stock (including any performance-based equity awards converted pursuant to Section 3.3(a) above), to the extent unvested, shall become immediately vested and exercisable in full; and (c) upon a Triggering Event, the Executive must elect to exercise any unexercised and exercisable Options within the time period set forth in the applicable plan, program or arrangement under which they were granted, subject to the following requirements: (i) If the exercise of any Option within the time period described in this Section 3.3 is prevented by the requirements of federal or state securities laws or as provided under the terms of the applicable plan, program or arrangement, then the Option shall remain exercisable until three months after the date the Executive is notified by the Company that the Option is exercisable, but in no event later than ten years after the date of grant of the Option; and (ii) If the exercise of any Option within this time period would subject the Executive to suit under Section 16(b) of the Securities Exchange Act of 1934, the period for exercise shall be extended until the earliest to occur of (a) the tenth day following the date on which the Executive would no longer be subject to such suit, (b) the 190th day after the end of the salary continuation period, or (c) ten years after the date of grant of the Option.

Options and Restricted Stock. Notwithstanding the terms of any plan, program or arrangement maintained by the Company: (a) upon the Effective Date, (i) the Executive’s Options that are subject to performance-based vesting and for which the applicable performance period has not yet expired shall immediately be converted into Options with time-based vesting conditions, and (ii) the Executive’s Performance-Based Restricted Stock, and any other similar instruments of equity-based compensation that are subject to performance- based vesting, Stock for which the applicable performance period has not yet expired shall immediately be converted into Time-Based Restricted Stock; in each case, with vesting as to the applicable equity awards award (x) shall be converted above being into an amount of shares based on an assumed achievement of 100% of the targeted performance goal(s) for such award, and (y) shall be deemed to have commenced vesting on the date of grant and vesting as to shall vest over the shorter of (A) four years, with 1/16th of the award vesting on each March 20, June 20, September 20 and December 20 following the date of grant, or (B) the period between the date of grant and the original final vesting date of the applicable equity award, with the award vesting proportionately over such period on each March 20, June 20, September 20 and December 20 following the date of grant; (b) upon a Triggering Event, all of the Executive’s Options, Performance-Based Restricted Stock and Time-Based Restricted Stock (including any performancePerformance-based equity awards Based Restricted Stock converted pursuant to Section 3.3(a) above), to the extent unvested, shall become immediately vested and exercisable in full; and (c) upon a Triggering Event, the Executive must elect to exercise any unexercised and exercisable Options within the time period set forth in the applicable plan, program or arrangement under which they were granted, subject to the following requirements: (i) If the exercise of any Option within the time period described in this Section 3.3 is prevented by the requirements of federal or state securities laws or as provided under the terms of the applicable plan, program or arrangement, then the Option shall remain exercisable until three months after the date the Executive is notified by the Company that the Option is exercisable, but in no event later than ten years after the date of grant of the Option; and (ii) If the exercise of any Option within this time period would subject the Executive to suit under Section 16(b) of the Securities Exchange Act of 1934, the period for exercise shall be extended until the earliest to occur of (a) the tenth day following the date on which the Executive would no longer be subject to such suit, (b) the 190th day after the end of the salary continuation period, or (c) ten years after the date of grant of the Option.

Options and Restricted Stock. Notwithstanding the terms of any plan, program or arrangement maintained by the Company:, (a) upon the Effective Date, (i) the Executive’s Options that are subject to performance-based vesting and for which vesting, to the applicable performance period has not yet expired extent unvested, shall immediately be converted into Options with time-based vesting conditions, and (ii) the Executive’s Performance-Based Restricted Stock, Performance-Adjusted Restricted Stock and any other similar instruments of equity-based compensation that are subject to performance- performance-based vesting, for which to the applicable performance period has not yet expired extent unvested, shall immediately be converted into Time-Based Restricted Stock; in each case, with vesting as to the equity awards converted above being deemed to have commenced on the date of grant and vesting as to 1/16th of the grant on at the end of each March 20, June 20, September 20 and December 20 three-month period following the date of grant;; Revised September 2010 (b) upon a Triggering Event, all of the Executive’s Options, Performance-Based Restricted Stock Options and Time-Based Restricted Stock (including any performance-based equity awards converted pursuant to Section 3.3(a) above), to the extent unvested, shall become immediately vested and exercisable in full; and (c) upon a Triggering Event, the Executive must elect to exercise any unexercised and exercisable Options within the time period set forth in the applicable plan, program or arrangement under which they were granted, subject to the following requirements: (i) If the exercise of any Option within the time period described in this Section 3.3 is prevented by the requirements of federal or state securities laws or as provided under the terms of the applicable plan, program or arrangement, then the Option shall remain exercisable until three months after the date the Executive is notified by the Company that the Option is exercisable, but in no event later than ten years after the date of grant of the Option; and (ii) If the exercise of any Option within this time period would subject the Executive to suit under Section 16(b) of the Securities Exchange Act of 1934, the period for exercise shall be extended until the earliest to occur of (a) the tenth day following the date on which the Executive would no longer be subject to such suit, (b) the 190th day after the end of the salary continuation period, or (c) ten years after the date of grant of the Option.

Options and Restricted Stock. Notwithstanding the terms of any plan, program or arrangement maintained by the Company:, (a) upon the Effective Date, (i) the Executive’s Options that are subject to performance-based vesting and for which the applicable performance period has not yet expired shall immediately be converted into Options with time-based vesting conditions, and (ii) the Executive’s Performance-Based Restricted Stock, and any other similar instruments of equity-based compensation that are subject to performance- performance-based vesting, for which the applicable performance period has not yet expired shall immediately be converted into Time-Based Restricted Stock; in each case, with vesting as to the equity awards converted above being deemed to have commenced on the date of grant and vesting as to 1/16th of the grant on each March 20, June 20, September 20 and December 20 following the date of grant; (b) upon a Triggering Event, all of the Executive’s Options, Performance-Based Restricted Stock and Time-Based Restricted Stock (including any performance-based equity awards converted pursuant to Section 3.3(a) above), to the extent unvested, shall become immediately vested and exercisable in full; andand Revised October 2013 - 5- (c) upon a Triggering Event, the Executive must elect to exercise any unexercised and exercisable Options within the time period set forth in the applicable plan, program or arrangement under which they were granted, subject to the following requirements: (i) If the exercise of any Option within the time period described in this Section 3.3 is prevented by the requirements of federal or state securities laws or as provided under the terms of the applicable plan, program or arrangement, then the Option shall remain exercisable until three months after the date the Executive is notified by the Company that the Option is exercisable, but in no event later than ten years after the date of grant of the Option; and (ii) If the exercise of any Option within this time period would subject the Executive to suit under Section 16(b) of the Securities Exchange Act of 1934, the period for exercise shall be extended until the earliest to occur of (a) the tenth day following the date on which the Executive would no longer be subject to such suit, (b) the 190th day after the end of the salary continuation period, or (c) ten years after the date of grant of the Option.

Options and Restricted Stock. Notwithstanding the terms of any plan, program or arrangement maintained by the Company:Corporation, (a) upon the Effective Date, (i) the Executive’s Options that are subject to performance-based vesting and for which the applicable performance period has not yet expired shall immediately be converted into Options with time-based vesting conditions, and (ii) the Executive’s Performance-Based Restricted Stock, Performance-Adjusted Restricted Stock and any other similar instruments of equity-based compensation that are subject to performance- performance-based vesting, for which to the applicable performance period has not yet expired extent unvested, shall immediately be converted into Time-Based Restricted Stock; in each case, with vesting as to the equity awards converted above being deemed to have commenced on the date of grant and vesting as to 1/16th of the grant on at the end of each March 20, June 20, September 20 and December 20 three-month period following the date of grant; (b) upon a Triggering Event, all fifty percent of the Executive’s Options, Performance-Based Restricted Stock Options and Time-Based Restricted Stock (including any performanceconverted Performance-based equity awards converted pursuant to Section 3.3(a) aboveBased Restricted Stock and Performance-Adjusted Restricted Stock), to the extent unvested, shall become immediately vested and exercisable in full; and (c) upon a Triggering Event, the Executive must elect to exercise any unexercised and exercisable Options within the time period set forth in the applicable plan, program or arrangement under which they were granted, subject to the following requirements: (i) If the exercise of any Option (or the sale of any common stock underlying such Option) within the time period described in this Section 3.3 3.4 is prevented by the requirements of federal or state securities laws or as provided under the terms of the applicable plan, program or arrangement, then the Option shall remain exercisable until three months after the date the Executive is notified by the Company Corporation that the Option is exercisable, but in no event later than ten years after the date of grant of the Option; and (ii) If the exercise of any Option (or the sale of any common stock underlying such Option) within this time period would subject the Executive to suit under Section 16(b) of the Securities Exchange Act of 1934, the period for exercise shall be extended until the earliest to occur of (a) the tenth day following the date on which the Executive would no longer be subject to such suit, (b) the 190th day after the end of the salary continuation period, or (c) ten years after the date of grant of the Option.

Options and Restricted Stock. Notwithstanding the terms of any plan, program or arrangement maintained by the Company:, (a) upon the Effective Date, (i) the Executive’s Options that are subject to performance-based vesting and for which the applicable performance period has not yet expired shall immediately be converted into Options with time-based vesting conditions, and (ii) the Executive’s Performance-Based Restricted Stock, and any other similar instruments of equity-based compensation that are subject to performance- performance-based vesting, for which the applicable performance period has not yet expired shall immediately be converted into Time-Based Restricted Stock; in each case, with vesting as to the equity awards converted above being deemed to have commenced on the date of grant and vesting as to 1/16th of the grant on each March 20, June 20, September 20 and December 20 following the date of grant; (b) upon a Triggering Event, all of the Executive’s Options, Performance-Based Restricted Stock and Time-Based Restricted Stock (including any performance-based equity awards converted pursuant to Section 3.3(a) above), to the extent unvested, shall become immediately vested and exercisable in full; and (c) upon a Triggering Event, the Executive must elect to exercise any unexercised and exercisable Options within the time period set forth in the applicable plan, program or arrangement under which they were granted, subject to the following requirements:: Revised October 2013 - 5 - (i) If the exercise of any Option within the time period described in this Section 3.3 is prevented by the requirements of federal or state securities laws or as provided under the terms of the applicable plan, program or arrangement, then the Option shall remain exercisable until three months after the date the Executive is notified by the Company that the Option is exercisable, but in no event later than ten years after the date of grant of the Option; and (ii) If the exercise of any Option within this time period would subject the Executive to suit under Section 16(b) of the Securities Exchange Act of 1934, the period for exercise shall be extended until the earliest to occur of (a) the tenth day following the date on which the Executive would no longer be subject to such suit, (b) the 190th day after the end of the salary continuation period, or (c) ten years after the date of grant of the Option.

Options and Restricted Stock. Notwithstanding the terms of any plan, program or arrangement maintained by the Company:, (a) upon the Effective Date, (i) the Executive’s Options that are subject to performance-based vesting and for which vesting, to the applicable performance period has not yet expired extent unvested, shall immediately be converted into Options with time-based vesting conditions, and (ii) the Executive’s Performance-Based Restricted Stock, Performance-Adjusted Restricted Stock and any other similar Revised September 2010 instruments of equity-based compensation that are subject to performance- performance-based vesting, for which to the applicable performance period has not yet expired extent unvested, shall immediately be converted into Time-Based Restricted Stock; in each case, with vesting as to the equity awards converted above being deemed to have commenced on the date of grant and vesting as to 1/16th of the grant on at the end of each March 20, June 20, September 20 and December 20 three-month period following the date of grant; (b) upon a Triggering Event, all of the Executive’s Options, Performance-Based Restricted Stock Options and Time-Based Restricted Stock (including any performance-based equity awards converted pursuant to Section 3.3(a) above), to the extent unvested, shall become immediately vested and exercisable in full; and (c) upon a Triggering Event, the Executive must elect to exercise any unexercised and exercisable Options within the time period set forth in the applicable plan, program or arrangement under which they were granted, subject to the following requirements: (i) If the exercise of any Option within the time period described in this Section 3.3 is prevented by the requirements of federal or state securities laws or as provided under the terms of the applicable plan, program or arrangement, then the Option shall remain exercisable until three months after the date the Executive is notified by the Company that the Option is exercisable, but in no event later than ten years after the date of grant of the Option; and (ii) If the exercise of any Option within this time period would subject the Executive to suit under Section 16(b) of the Securities Exchange Act of 1934, the period for exercise shall be extended until the earliest to occur of (a) the tenth day following the date on which the Executive would no longer be subject to such suit, (b) the 190th day after the end of the salary continuation period, or (c) ten years after the date of grant of the Option.

Options and Restricted Stock. Notwithstanding the terms of any plan, program or arrangement maintained by the Company:Corporation, (a) upon the Effective Date, (i) the Executive’s Options that are subject to performance-based vesting and for which the applicable performance period has not yet expired shall immediately be converted into Options with time-based vesting conditions, and (ii) the Executive’s Performance-Based Restricted Stock, Performance-Adjusted Restricted Stock and any other similar instruments of equity-based compensation that are subject to performance- performance-based vesting, for which to the applicable performance period has not yet expired extent unvested, shall immediately be converted into Time-Based Restricted Stock; in each case, with vesting as to the equity awards converted above being deemed to have commenced on the date of grant and vesting as to 1/16th of the grant on at the end of each March 20, June 20, September 20 and December 20 three-month period following the date of grant; (b) upon a Triggering Event, all of the Executive’s Options, Performance-Based Restricted Stock Options and Time-Based Restricted Stock (including any performanceconverted Performance-based equity awards converted pursuant to Section 3.3(a) aboveBased Restricted Stock and Performance-Adjusted Restricted Stock), to the extent unvested, shall become immediately vested and exercisable in full; and (c) upon a Triggering Event, the Executive must elect to exercise any unexercised and exercisable Options within the time period set forth in the applicable plan, program or arrangement under which they were granted, subject to the following requirements: (i) If the exercise of any Option (or the sale of any common stock underlying such Option) within the time period described in this Section 3.3 is prevented by the requirements of federal or state securities laws or as provided under the terms of the applicable plan, program or arrangement, then the Option shall remain exercisable until three months after the date the Executive is notified by the Company Corporation that the Option is exercisable, but in no event later than ten years after the date of grant of the Option; and (ii) If the exercise of any Option (or the sale of any common stock underlying such Option) within this time period would subject the Executive to suit under Section 16(b) of the Securities Exchange Act of 1934, the period for exercise shall be extended until the earliest to occur of (a) the tenth day following the date on which the Executive would no longer be subject to such suit, (b) the 190th day after the end Executive’s last day of employment with the salary continuation periodCorporation, or (c) ten years after the date of grant of the Option.