Common use of Term of Option Clause in Contracts

Term of Option. The option shall terminate (insert term) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee ceases to be employed by the Company for any reason other than death, disability, termination for Cause, or voluntary termination by the Grantee without the consent of the Company, the Option may be exercised at any time within three (3) months after the date the Grantee ceases to be an employee, but in any event not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has vested and is in effect at the date of such cessation of employment. In the event of termination of employment due to disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such termination of employment, but in any event not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this Agreement.

Term of Option. The option shall terminate (insert term) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee ceases to be employed by the Company for any reason other than death, disability, termination for Cause, cause or voluntary termination by the Grantee without the consent of the Company, the Option may be exercised at any time within three (3) months days after the date the Grantee ceases to be an employee, but in any event not later than the date on which the Option option terminates under this Agreement. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has vested accrued and is in effect at the date of such cessation of employment. In the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the Company, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of employment due to the Grantee's employment. In the event of disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such termination of employmentdisability, but in any event not later than the date on which the Option option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested accrued on the date the Grantee becomes disabled, and is in effect as of such cessation of employmentdetermination date. In the event of the death of the Grantee while an employee of the Company or within three ninety (390) months days after the termination of employment (other than termination for Cause, disability cause or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option option terminates under this Agreement.

Term of Option. The option shall terminate ten (insert term10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee ceases to be employed by the Company for any reason other than death, disability, termination for Cause, cause or voluntary termination by the Grantee without the consent of the Company, the Option may be exercised at any time within three (3) months days after the date the Grantee ceases to be an employee, but in any event not later than the date on which the Option option terminates under this Agreement. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has vested accrued and is in effect at the date of such cessation of employment. In the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the Company, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of employment due to disability the Grantee's employment. In the event of Disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and 1997 Stock Option Plan Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such termination of employmentDisability, but in any event not later than the date on which the Option option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested accrued on the date the Grantee becomes Disabled and is in effect as of such cessation of employmentdetermination date. In the event of the death of the Grantee while an employee of the Company or within three ninety (390) months days after the termination of employment (other than termination for Cause, disability cause or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option option terminates under this Agreement.

Term of Option. (a) The option Option shall terminate (insert term) have a term of seven years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement, but shall be subject to earlier termination as provided herein Agreement or in the Plan. In . (b) The Option shall also automatically terminate upon the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent happening of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as first of the date of termination following events: (i) The expiration of the Grantee’s employment. If 90-day period after the Grantee ceases to be employed by by, or provide service to, the Company Employer, if the termination is for any reason other than death, disability, termination for Cause, cause or voluntary termination by the Grantee without the consent becoming totally disabled. (ii) The expiration of the Company, the Option may be exercised at any time within three (3) months one-year period after the date the Grantee ceases to be an employeeemployed by, but or provide service to, the Employer on account of the Grantee becoming totally disabled. (iii) The expiration of the one-year period after the Grantee ceases to be employed by, or provide service to, the Employer, if the Grantee dies while employed by, or providing service to, the Employer or within 90 days after the Grantee ceases to be so employed or provide such services on account of a termination described in any event not later than the clause (i) above. (iv) The date on which the Option terminates under Grantee ceases to be employed by, or provide service to, the Employer for “cause.” In addition, notwithstanding the prior provisions of this Agreement. In such eventParagraph 3, if the Grantee engages in conduct that constitutes “cause” after the Grantee’s employment or service terminates, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement immediately terminate and the Plan has vested and is in effect at the date Grantee shall automatically forfeit all shares of such cessation of employment. In the event of termination of employment due to disability Company Stock underlying any exercised portion of the Grantee (as determined Option for which the Company has not yet delivered the share certificates, upon refund by the Board of Directors Company of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which exercise price paid by the Grantee is notified by for such shares. Notwithstanding the Board or that Committee, as the case may beforegoing, in writing), no event may the Option shall be exercisable within one (1) year exercised after the date that is immediately before the seventh anniversary of such termination the Date of employment, but in any event not later than the date on which Grant. Any portion of the Option terminates under this Agreement. In such eventthat is not exercisable at the time the Grantee ceases to be employed by, or provide service to, the Option shall be exercisable Employer (determined after giving effect to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company Paragraph 2(b) or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company2(c), the Option if applicable) shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this Agreementimmediately terminate.

Term of Option. The option Option shall terminate on ten (insert term10) years from the date of this Agreementhereof (i.e., April 4, 2015), but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee ceases to be employed by perform services as an employee for the Company for any reason other than death, disability, termination of services as an employee for "Cause, " (as defined in the Plan) or voluntary termination by the Grantee without the consent of the Companyservices as a employee, the Option may be exercised at any time within three ninety (390) months days after the date the Grantee ceases to be provide services as an employeeemployee to the Company, or within Ten (10) years from the date hereof, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has vested accrued and is in effect at the date of such cessation of employmentservices as an employee. In the event the Grantee's services as an employee are terminated by the Company for "Cause" (as defined in the Plan), or voluntarily by the Grantee, the Grantee's right to exercise any unexercised portion of this Option shall cease forthwith, and this Option shall thereupon terminate. In the event of termination of employment due to disability Disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such termination Disability or, if earlier, within the originally prescribed term of employment, but in any event not later than the date on which the Option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested accrued on the date the Grantee becomes Disabled and is in effect as of such cessation of employmentdetermination date. In the event of the death of the Grantee while performing services as an employee of to the Company or within three thirty (330) months days after the termination of employment services as an employee (other than termination for Cause, disability cause or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one three (13) year months after the date of death of the GranteeGrantee or, but in any event not later than if earlier, within the date on which originally prescribed term of the Option terminates under this AgreementOption.

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Participant ceases to be employed by an employee, director or consultant of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, the death or voluntary termination by the Grantee without the consent Disability of the CompanyParticipant or termination of the Participant for “cause” (as defined in the Plan)), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months after the date the Grantee Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the Participant’s employment, directorship or consultancy is terminated by the Company or an Affiliate for “cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of termination this Option shall cease as of employment due such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to disability the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Grantee (as determined by Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Participant, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Participant’s termination of employmentservice or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three exercisable: (3a) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have accrued had the Participant not become Disabled prior to the end of the accrual period which next ends following the date of Disability. The proration shall be based upon the number of days during the accrual period prior to the date of Disability. In the event of the death and in such eventof the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option must shall be exercised, if at all, exercisable by the Participant’s Survivors within one (1) year after the date of death of the GranteeParticipant or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent exercisable but in any event not later than exercised as of the date on which of death; and (y) in the event rights to exercise the Option terminates under this Agreementaccrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have accrued had the Participant not died prior to the end of the accrual period which next ends following the date of death. The proration shall be based upon the number of days during the accrual period prior to the Participant’s death.

Term of Option. The option This Option shall terminate (insert term) ten years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee ceases to be employed by the Company for any reason other than death, disability, termination for Cause, or voluntary termination by the Grantee without the consent of the Company, the Option may be exercised at any time within three (3) months after the date the Grantee Participant ceases to be an employee, but in director or consultant of the Company or of an Affiliate (for any event not later reason other than the date on which death or Disability of the Participant or termination of the Participant for Cause, the Option terminates under this Agreementmay be exercised, if it has not previously terminated, within three months after the date the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employmentservice. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the termination of service, the Participant or the Participant’s Survivors may exercise the Option within one year after the date of the Participant’s termination of service, but in no event after the date of expiration of the term of the Option. In the event the Participant’s service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of termination of employment due to disability this Option shall cease immediately as of the Grantee (as determined by time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Participant, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Participant’s termination of employmentservice or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable exercisable: (a) to the extent that the right to purchase the Shares hereunder Option has vested on become exercisable but has not been exercised as of the date of such cessation Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of employmenta pro rata portion through the date of Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of Disability. In the event of the death of the Grantee Participant while an employee employee, director or consultant of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company)an Affiliate, the Option shall be exercisable to by the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, Participant’s Survivors within one (1) year after the date of death of the GranteeParticipant or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but in any event has not later than been exercised as of the date on which of death; and (y) in the event rights to exercise the Option terminates under this Agreementaccrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. The option Option shall terminate (insert term) ten years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, the death or voluntary termination by the Grantee without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “cause” (as defined in the Plan), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employment. Notwithstanding the foregoing, in the event of the Employee’s Disability or death within three months after the termination of employment, the Employee or the Employee’s Survivors may exercise the Option within one year after the date of the Employee’s termination of employment, but in no event after the date of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for “cause” (as defined in the Plan), the Employee’s right to exercise any unexercised portion of termination of employment due to disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Employee’s termination of employmentemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable exercisable: (a) to the extent that the right to purchase the Shares hereunder Option has vested on become exercisable but has not been exercised as of the date of such cessation Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of employmenta pro rata portion through the date of Disability of any additional vesting rights that would have accrued on the next vesting date had the Employee not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of Disability. In the event of the death of the Grantee Employee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company)an Affiliate, the Option shall be exercisable to by the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, Employee’s Survivors within one (1) year after the date of death of the GranteeEmployee or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but in any event has not later than been exercised as of the date on which of death; and (y) in the event rights to exercise the Option terminates under this Agreementaccrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Employee not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Employee’s date of death.

Term of Option. The option shall terminate five (insert term5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee ceases to be employed by the Company or a subsidiary thereof for any reason other than death, disabilityDisability, termination for Cause, cause or voluntary termination by the Grantee without the consent of the Company, the Option may be exercised at any time within three thirty (330) months days after the date the Grantee ceases to be an employee, or within five (5) years from the granting of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Option Shares under this Agreement and the Plan has vested accrued and is in effect at the date of such cessation of employment. In the event the Grantee's employment is terminated by the Company or a subsidiary thereof for "cause" (as defined in the Plan), or voluntarily by the Grantee without the consent of termination the Company, the Grantee's right to exercise any unexercised portion of employment due to disability this Option shall cease forthwith, and this Option shall thereupon terminate. In the event of Disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and 1994 Stock Option Plan Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one thirty (130) year days after the date of such termination of employmentDisability or, but in any event not later than if earlier, the date on which the Option terminates under term originally prescribed by this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Option Shares hereunder has vested accrued on the date the Grantee becomes Disabled and is in effect as of such cessation of employmentdetermination date. In the event of the death of the Grantee while an employee of the Company or a subsidiary thereof, within three (3) months thirty days after the termination of employment (other than termination for Cause, disability cause or voluntary termination by the Grantee without consent of the Company), ) the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the GranteeGrantee or, but in any event not later than if earlier, within the date on which originally prescribed term of the Option terminates under this AgreementOption.

Term of Option. The option This Option shall terminate (insert term) ten years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, the death or voluntary termination by the Grantee without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “cause” (as defined in the Plan)), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter except as set forth below. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employment. If the Employee ceases to be an employee of the Company or of an Affiliate but continues after termination of employment to provide service to the Company or an Affiliate as a consultant, this Option shall continue to vest in accordance with Section 3 above as if this Option had not terminated until the Employee is no longer providing services to the Company. In such case, this Option shall automatically convert and be deemed a Non-Qualified Option as of the date that is three months from termination of the Employee's employment and this Option shall continue on the same terms and conditions set forth herein until such Employee is no longer providing service to the Company or an Affiliate. Notwithstanding the foregoing, in the event of the Employee’s Disability or death within three months after the termination of employment, the Employee or the Employee’s Survivors may exercise the Option within one year after the date of the Employee’s termination of employment, but in no event after the date of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for “cause” (as defined in the Plan), the Employee’s right to exercise any unexercised portion of termination of employment due to disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Employee’s termination of employmentemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable exercisable: (a) to the extent that the right to purchase the Shares hereunder Option has vested on become exercisable but has not been exercised as of the date of such cessation Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of employmenta pro rata portion through the date of Disability of any additional vesting rights that would have accrued on the next vesting date had the Employee not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of Disability. In the event of the death of the Grantee Employee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company)an Affiliate, the Option shall be exercisable to by the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, Employee’s Survivors within one (1) year after the date of death of the GranteeEmployee or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but in any event has not later than been exercised as of the date on which of death; and (y) in the event rights to exercise the Option terminates under this Agreementaccrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Employee not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Employee’s date of death.

Term of Option. (a) The option Option shall terminate have a term of seven (insert term7) years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement, but shall be subject to earlier . (b) Unless a later termination as date is provided herein or for in the Plan. In Executive Employment Agreement (the terms of which are deemed included herein and shall control in the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Companyany conflict), the Options granted under this Agreement, to the extent not theretofore exercised, Option shall automatically terminate as upon the happening of the date of termination first of the Grantee’s employment. If following events: (i) The expiration of the 90-day period after the Grantee ceases to be Employed by the Employer, if the termination is for voluntary resignation without Good Reason, except that such period shall be twenty-four months if the termination is upon or after expiration of his Executive Employment Agreement. (ii) The expiration of the twenty-four (24) month period after the Grantee ceases to be employed by the Company for any reason other than death, disability, termination for Cause, or voluntary termination by the Grantee without the consent Employer on account of the Company, Grantee’s Disability. (iii) The expiration of the Option may be exercised at any time within three twenty-four (324) months month period after the date the Grantee ceases to be an employeeEmployed by the Employer, but if the Grantee dies (x) while Employed by the Employer or (y) within 90 days after the Grantee ceases to be so employed or provide such services on account of a termination described in any event not later than subparagraph (i) above. (iv) The expiration of the 30-day period after the date on which the Option terminates under this AgreementGrantee ceases to be Employed by the Employer on account of a termination by the Employer for Cause. (v) The expiration of the twenty-four (24) month period after the Grantee ceased to be employed by the Employer because the Grantee’s employment is terminated by the Company without Cause or by the Executive with Good Reason. In such eventNotwithstanding the foregoing, in no event may the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has vested and is in effect at the date of such cessation of employment. In the event of termination of employment due to disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year exercised after the date that is immediately before the seventh (7th) anniversary of such termination the Date of employment, but in any event not later than the date on which Grant. Any portion of the Option terminates under this Agreement. In such event, that is not exercisable at the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of time the Grantee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination ceases to be Employed by the Grantee without consent of the Company), the Option Employer shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this Agreementimmediately terminate.

Term of Option. The option shall terminate (insert term) years from Unless earlier terminated pursuant to the date other provisions of this Agreement, but the Option shall be subject terminate at the close of business on the date referred to earlier termination on Schedule A (the “Expiration Date”). (a) In addition, at the close of business on the date the Optionee’s employment with the Company or any subsidiary terminates for any reason whatsoever, the Option shall terminate as provided herein or in to that number of shares of Stock as to which the Plan. In Option is not vested on that date. (b) If the event that the GranteeOptionee’s employment is terminated for Cause or (as defined in Company policy), the Grantee voluntarily terminates employment without the consent unexercised portion of the Company, Option (whether or not vested) will terminate immediately upon the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of Optionee’s termination of the Grantee’s employment. If the Grantee ceases to be employed by Optionee’s employment with the Company or any subsidiary terminates for any reason other than Cause, death, disabilityDisability, termination for Cause, or voluntary termination by the Grantee without the consent of the Company, then the Option may be exercised to the extent vested on the date of the Optionee’s termination of employment at any time within prior to the earlier of the Expiration Date and three (3) months after the date the Grantee ceases to be an employee, but in any event not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has vested and is in effect at the date of such cessation of employment. In the event of termination of employment due to disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such Optionee’s termination of employment, but in and any event not later than the date on which part of the Option which is not exercised within such period shall terminate. (c) If the Optionee’s employment with the Company or any subsidiary terminates under this Agreement. In such eventby reason of his or her death or Disability, then the Option shall may be exercisable exercised, as to the extent entire number of whole shares of Stock that the right to purchase the Shares hereunder has are vested on the date of such cessation of employment. In the event Optionee’s death or Disability, at any time prior to the earlier of the death of the Grantee while an employee of the Company or within three Expiration Date and twelve (312) months after the date of the Optionee’s death or Disability, and any part of the Option which is not exercised within such period shall terminate. (d) For all purposes of this Agreement, the Optionee’s employment with the Company or any subsidiary shall terminate at the time when the employment relationship between the Optionee and the Company or any subsidiary is terminated for any reason, which time shall be conclusively determined by the Committee. No termination of employment shall be deemed to occur (other than i) when there is a simultaneous reemployment of the Optionee by the Company or any subsidiary, (ii) at the discretion of the Committee, and subject to applicable law, when a leave of absence has been granted by the Company, and (iii) at the discretion of the Committee, when the termination is followed by the simultaneous establishment of a consulting relationship by the Company or a Subsidiary with the Optionee. The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to termination of employment, including, but not by way of limitation, the question of whether a termination of employment resulted from a discharge for Cause. (e) For purposes of this Agreement, “Disability” shall mean “disability” as defined in any written employment or other agreement between the Optionee and the Company or any subsidiary applicable to this Option, or if not defined in such an agreement, or if there is no such agreement, as defined in the Company’s long-term disability or voluntary termination by plan. To the Grantee without consent extent that the preceding sentence is in applicable to the Optionee, then “Disability” shall mean the permanent and total disability of the Company)Optionee, within the Option shall be exercisable to the extent exercisable but not exercised as meaning of Section 22(d)(3) of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this AgreementCode.

Term of Option. The option (a) This Option shall terminate (insert term) years from on the date of this Agreement, set forth in Exhibit A (the “Option Expiration Date”) but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. . (b) If the Grantee Participant ceases to be employed by an Employee, director or Consultant of the Company or of an Affiliate for any reason other than death, disability, termination for Causethe death or Disability of the Participant, or voluntary termination by the Grantee without the consent of the CompanyParticipant for Cause (the “Termination Date”), the Option to the extent then vested and exercisable pursuant to Section 3 hereof as of the Termination Date, and not previously terminated in accordance with this Agreement, may be exercised at any time within three twelve (312) months after the date Termination Date, or on or prior to the Grantee ceases to Option Expiration Date, whichever is earlier, but may not be an employeeexercised thereafter except as set forth below. In such event, the unvested portion of the Option shall not be exercisable and shall expire and be cancelled on the Termination Date. (c) Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Date, the Participant or the Participant’s Survivors may exercise the Option within one year after the Termination Date, but in any no event not later than the date on which after the Option terminates under Expiration Date. (d) In the event the Participant’s service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this AgreementOption even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Participant breaches in any material respect any agreement between Participant and the Company (including, but not limited to, any assignment of intellectual property, confidentiality, non- disclosure, non-competition or non-solicitation agreement(s)), then the Participant shall immediately cease to have any rights to exercise this Option and this Option shall thereupon terminate. The Company agrees that in the event of conflict between this Agreement and Section 13.d of the Plan, this Agreement shall control with respect to any determination made subsequent to termination. (e) In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to the Option Expiration Date. In such event, the Option shall be exercisable only exercisable: (i) to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested and is in effect at become exercisable but has not been exercised as of the date of such cessation the Participant’s termination of employmentservice due to Disability; and (ii) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. (f) In the event of termination of employment due to disability the death of the Grantee (as determined by the Board of Directors Participant while an Employee, director or Consultant of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one (1) year after the date of such termination death of employmentthe Participant or, but in any event not later than the date if earlier, on which or prior to the Option terminates under this AgreementExpiration Date. In such event, the Option shall be exercisable exercisable: (i) to the extent that the right to purchase the Shares hereunder Option has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent become exercisable but has not been exercised as of the date of death and death; and (ii) in such event, the event rights to exercise the Option must be exercisedaccrue periodically, if at all, within one (1) year after to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the Grantee, but next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in any event not later than the current vesting period prior to the Participant’s date on which the Option terminates under this Agreementof death.

Term of Option. The option Option shall terminate (insert term) seven years from after the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Participant ceases to be employed by an employee, director or consultant of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, the death or voluntary termination by the Grantee without the consent Disability of the CompanyParticipant or termination of the Participant for “cause” (as defined in the Plan), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months after the date the Grantee Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the Participant’s employment, directorship or consultancy is terminated by the Company or an Affiliate for “cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of termination this Option shall cease as of employment due such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to disability the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Grantee (as determined by Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Participant, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Participant’s termination of employmentservice or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three exercisable: (3a) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have accrued had the Participant not become Disabled prior to the end of the accrual period which next ends following the date of Disability. The proration shall be based upon the number of days during the accrual period prior to the date of Disability. In the event of the death and in such eventof the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option must shall be exercised, if at all, exercisable by the Participant’s Survivors within one (1) year after the date of death of the GranteeParticipant or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent exercisable but in any event not later than exercised as of the date on which of death; and (y) in the event rights to exercise the Option terminates under this Agreementaccrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have accrued had the Participant not died prior to the end of the accrual period which next ends following the date of death. The proration shall be based upon the number of days during the accrual period prior to the Participant’s death.

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Participant ceases to be employed by an employee, director or consultant of the Company or of an Affiliate (for any reason other than death, disability, death or Disability or termination for Cause, or voluntary termination by "cause" as defined in the Grantee without the consent of the CompanyPlan), the Option may be exercised at any time within three ninety (390) months days after the date the Grantee Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and or the Plan has vested accrued and is in effect at the date of such cessation of employment, consultancy or directorship. The provisions of this paragraph shall apply if the Participant subsequently becomes disabled or dies after ceasing to be an employee, consultant or director, provided, however, in the case of the Participant's death within three (3) months after ceasing to be an employee, consultant or director, the Option may be exercised by the Participant's Survivors within one (1) year after the date of the Participant's death but in no event after the date of expiration of the term of the Option. In the event the Participant's employment, directorship or consultancy is terminated for "cause" (as defined in the Plan), the Participant's right to exercise any unexercised portion of this Option shall cease forthwith, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant's termination of employment due as an employee, director or consultant but prior to disability the exercise of the Grantee (as determined by Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation and Stock Option Committee Participant's termination, the Participant engaged in conduct which would constitute "cause", then the Participant shall forthwith cease to have any right to exercise the Option. In the event of the CompanyDisability of the Participant, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such termination of employmentDisability or, but in any event not later than if earlier, the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable exercisable: a) to the extent that the right to purchase the Shares hereunder has vested accrued on the date the Participant becomes Disabled and is in effect as of such cessation the date of employmentDisability; and b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights as would have accrued had the Participant not become Disabled prior to the end of the particular year. The proration shall be based upon the number of days of the accrual period during which the Participant was not Disabled. In the event of the death of the Grantee Participant while an employee employee, consultant or director of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company)an Affiliate, the Option shall be exercisable Option: x) to the extent exercisable but not exercised as of the date of death and death; and y) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have accrued had the Participant not died during that year may be exercised by the Participant's Survivors. The proration shall be based upon the number of days during the accrual period prior to the Participant's death. In such event, the Option must be exercised, if at all, within one (1) year after the date of death of the GranteeParticipant or, but in any event not later than if earlier, within the date on which originally prescribed term of the Option terminates under this AgreementOption.

Term of Option. The option shall terminate (insert term) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee ceases to be employed by the Company for any reason other than death, disability, termination for Cause, cause or voluntary termination by the Grantee without the consent of the Company, the Option may be exercised at any time within three (3) months days after the date the Grantee ceases to be an employee, but in any event not later than the date on which the Option option terminates under this Agreement. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has vested accrued and is in effect at the date of such cessation of employment. In the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the Company, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of employment due to disability the Grantee's employment. In the event of Disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and 1997 Stock Option Plan Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such termination of employmentDisability, but in any event not later than the date on which the Option option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested accrued on the date the Grantee becomes Disabled and is in effect as of such cessation of employmentdetermination date. In the event of the death of the Grantee while an employee of the Company or within three ninety (390) months days after the termination of employment (other than termination for Cause, disability cause or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option option terminates under this Agreement.

Term of Option. The option Unless earlier terminated pursuant to the other provisions herein, the Option hereby granted shall terminate at the close of business on the date ten (insert term10) years from the date of this AgreementAgreement (the “Expiration Date”). (a) In addition, but at the close of business on the date the Optionee’s employment with the Company or any Subsidiary terminates for any reason whatsoever (other than by reason of death, Disability or Retirement), the Option shall be subject terminate as to earlier termination that number of shares of Stock as provided herein or in to which the Plan. In Option is not vested on that date. (b) If the event that the GranteeOptionee’s employment is terminated for Cause or Cause, the Grantee voluntarily terminates employment without the consent unexercised portion of the Company, Option will terminate immediately upon the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of Optionee’s termination of the Grantee’s employment. . (c) If the Grantee ceases to be employed by Optionee’s employment with the Company or any Subsidiary terminates for any reason other than Cause, death, disabilityDisability or Retirement, termination for Cause, or voluntary termination by the Grantee without the consent of the Company, then the Option may be exercised to the extent vested on the date of the Optionee’s termination of employment at any time within prior to the earlier of the Expiration Date and three (3) months after the date of the Grantee ceases to be an employeeOptionee’s termination of employment, but in and any event not later than the date on which part of the Option which is not so exercised within such period shall thereupon terminate. (d) If the Optionee’s employment with the Company or any Subsidiary terminates under this Agreement. In such eventby reason of his or her death or Disability, then the vesting of the Option shall accelerate such that the Option may be exercisable only exercised, as to the extent entire number of whole shares of Stock that are covered by the right to purchase Shares under this Agreement and the Plan has vested and is in effect at Option on the date of such cessation of employment. In the event of termination of employment due Optionee’s death or Disability, at any time prior to disability the earlier of the Grantee Expiration Date and twelve (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (112) year months after the date of the Optionee’s death or Disability, and any part of the Option which is not so exercised within such period shall thereupon terminate. (e) If the Optionee’s employment with the Company or any Subsidiary terminates by reason of his or her Retirement, then the vesting of the Option shall accelerate such that the Option may be exercised, as to the entire number of whole shares of Stock that are covered by the Option on the date of the Optionee’s termination of employment, but in at any event not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable time prior to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event earlier of the death of the Grantee while an employee of the Company or within three Expiration Date and twenty-four (324) months after the date of the Optionee’s Retirement, and any part of the Option which is not so exercised within such period shall thereupon terminate. (f) For all purposes of this Agreement, the Optionee’s employment with the Company or any Subsidiary shall terminate at the time when the employment relationship between the Optionee and the Company or any Subsidiary is terminated for any reason, which time shall be conclusively determined from the records of the Company and its Subsidiaries. No termination of employment shall be deemed to occur (other than i) when there is a simultaneous reemployment of an Optionee by the Company or any Subsidiary, (ii) at the discretion of the Committee, when the severance of employment is temporary or pursuant to a leave of absence granted by the Company, and (iii) at the discretion of the Committee, when the termination is followed by the simultaneous establishment of a consulting relationship by the Company or a Subsidiary with the Optionee. The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to termination of employment, including, but not by way of limitation, the question of whether a termination of employment resulted from a discharge for Cause, disability or voluntary termination by the Grantee without consent . (g) For purposes of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this Agreement, “Retirement” shall mean the cessation of employment with the Company after an Optionee has attained age sixty-four (64) and completed five (5) or more consecutive years of service with the Company or any Subsidiary.

Term of Option. The option shall terminate (insert term) years from To the date of extent vested, and except as otherwise provided in this Agreement, but the Option shall be subject to exercisable until the ten year anniversary of the date hereof. Nevertheless, this Option may earlier termination vest or may earlier terminate as provided herein or set forth in the Plan. applicable paragraphs below: (a) In the event that of a termination of Optionee’s service to the GranteeCompany or its subsidiaries (whether as a director, officer, employee or consultant, as the case may be) due to the death or disability of Optionee, then Optionee’s employment is terminated for Cause or legal representative may thereafter exercise the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this AgreementOption, to the extent then vested, until the earlier of (i) 90 days after the death or disability of Optionee, as applicable, or (2) the expiration of the Option set forth in the first sentence of this Section 4. The unvested portion of the Option will terminate upon Optionee’s death or disability. (b) In the event of a termination of Optionee’s service to the Company or its subsidiaries (whether as a director, officer, employee or consultant, as the case may be) due to “cause” (including a voluntary departure by Optionee under circumstances constituting “cause”), then the entire Option, regardless of whether any portion thereof is then vested (including any portion of the Option that may have vested in connection with a Sale Transaction), will thereupon immediately terminate and be null and void without any further action required on the part of the Company. (c) In the event of a termination of Optionee’s service to the Company or its subsidiaries (whether as a director, officer, employee or consultant, as the case may be) under circumstances not theretofore exercised, shall automatically involving or constituting “cause,” then the unvested portion of the Option will thereupon terminate but that portion of the Option that is vested as of the date of termination of the Grantee’s employment. If the Grantee ceases service will continue to be employed by exercisable until the Company for any reason other than deathearlier of (i) 90 days after the termination of Optionee, disability, termination for Causeas applicable, or voluntary termination by (2) expiration of the Grantee without Option set forth in the consent first sentence of this Section 4. (d) For purposes of this Agreement, the following events or circumstances will constitute “cause”: (i) Optionee willfully destroys any property of the Company, the Option may be exercised at ; (ii) Optionee commits any time within three (3) months after the date the Grantee ceases to be an employee, but in any event not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has vested and is in effect at the date act of such cessation of employment. In the event of termination of employment due to disability of the Grantee dishonesty (as determined by the Company’s Board of Directors in its reasonable discretion) with respect to the Company or its business; (iii) Optionee uses or divulges, in violation of the written policies applicable to Optionee or in violation of a written agreement to which Optionee is bound, any confidential information of the Company (including confidential information of subsidiaries); (iv) Optionee engages in any conduct that is or could be materially detrimental to the Compensation and Stock Option Committee Company, its business or its reputation, including violation of written policies or refusal to abide by the repeated directives of the Company, as the case may be, and as to the fact and date of which the Grantee is notified determined by the Company’s Board of Directors in its reasonable discretion; (v) Optionee is indicted or convicted of a serious misdemeanor or felony; or (vi) Optionee uses alcohol or drugs in a manner such that Committeethe Company, its business or it reputation, is or could be jeopardized, as determined by the case may be, Company’s Board of Directors in writing), the Option shall be exercisable within one (1) year after the date of such termination of employment, but in any event not later than the date on which the Option terminates under this Agreementits reasonable discretion. In such eventaddition, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder if Optionee has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of a written employment agreement with the Company or within three one of its subsidiaries, and such employment agreement contains a definition of “cause” (3or similar such term or concept) months after that is broader that the termination of employment above, then such additional and broader events or circumstances defining “cause” (other than termination for Cause, disability or voluntary termination similar such term or concept) are incorporated herein by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this Agreementreference.

Term of Option. The option Option shall terminate (insert term) ten years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, the death or voluntary termination by the Grantee without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for Cause (as defined in the Plan)), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employment. Notwithstanding the foregoing, in the event of the Employee’s Disability or death within three months after the termination of employment, the Employee or the Employee’s Survivors may exercise the Option within one year after the date of the Employee’s termination of employment, but in no event after the date of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for Cause, the Employee’s right to exercise any unexercised portion of termination of employment due to disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute Cause, then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Employee’s termination of employmentemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable exercisable: (a) to the extent that the right to purchase the Shares hereunder Option has vested on become exercisable but has not been exercised as of the date of such cessation Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of employmenta pro rata portion through the date of Disability of any additional vesting rights that would have accrued on the next vesting date had the Employee not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of Disability. In the event of the death of the Grantee Employee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company)an Affiliate, the Option shall be exercisable to by the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, Employee’s Survivors within one (1) year after the date of death of the GranteeEmployee or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but in any event has not later than been exercised as of the date on which of death; and (y) in the event rights to exercise the Option terminates under this Agreementaccrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Employee not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Employee’s date of death.

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Participant ceases to be employed by an employee, director or consultant of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, the death or voluntary termination by the Grantee without the consent Disability of the CompanyParticipant or termination of the Participant for “cause” (as defined in the Plan), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months after the date the Grantee Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the Participant’s employment, directorship or consultancy is terminated by the Company or an Affiliate for “cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of termination this Option shall cease as of employment due such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to disability the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Grantee (as determined by Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Participant, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Participant’s termination of employmentservice or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three exercisable: (3a) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have accrued had the Participant not become Disabled prior to the end of the accrual period which next ends following the date of Disability. The proration shall be based upon the number of days during the accrual period prior to the date of Disability. In the event of the death and in such eventof the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option must shall be exercised, if at all, exercisable by the Participant’s Survivors within one (1) year after the date of death of the GranteeParticipant or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent exercisable but in any event not later than exercised as of the date on which of death; and (y) in the event rights to exercise the Option terminates under this Agreementaccrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have accrued had the Participant not died prior to the end of the accrual period which next ends following the date of death. The proration shall be based upon the number of days during the accrual period prior to the Participant’s death.

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, the death or voluntary termination by the Grantee without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “cause” (as defined in the Plan), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter except as set forth below. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable as set forth above and is in effect at the date of such cessation of employment. If the Employee ceases to be an employee of the Company or of an Affiliate but continues after termination of employment to provide service to the Company or an Affiliate as a consultant, this Option shall continue to vest in accordance with Section 3 above as if this Option had not terminated until the Employee is no longer providing services to the Company. In such case, this Option shall automatically convert and be deemed a Non-Qualified Option as of the date that is three months from termination of the Employee’s employment and this Option shall continue on the same terms and conditions set forth herein until such Employee is no longer providing service to the Company or an Affiliate. Notwithstanding the foregoing, in the event of the Employee’s Disability or death within three (3) months after the termination of employment, the Employee or the Employee’s Survivors may exercise the Option within one (1) year after the date of the Employee’s termination of employment, but in no event after the date of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for “cause”, (as defined in the Plan), the Employee’s right to exercise any unexercised portion of termination of employment due to disability its Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for “cause”, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause”, then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Employee’s termination of employmentemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable exercisable: (a) to the extent that the right to purchase the Shares hereunder Option has vested on become exercisable but has not been exercised as of the date of such cessation Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of employmenta pro rata portion through the date of Disability of any additional vesting rights as that would have accrued on the next vesting date had the Employee not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of Disability. In the event of the death of the Grantee Employee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company)an Affiliate, the Option shall be exercisable to by the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, Employee’s Survivors within one (1) year after the date of death of the GranteeEmployee or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but in any event has not later than been exercised as of the date on which of death; and (y) in the event rights to exercise the Option terminates under this Agreementaccrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Employee not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Employee’s date of death.

Term of Option. The option term of the Option shall terminate (insert term) years from commence on the date of this AgreementGrant Date and all rights to purchase Shares hereunder shall cease at 11:59 p.m. on the Expiration Date set forth on the Signature Page, but shall be subject to earlier termination as provided herein or in the PlanPlan and this Agreement. In Except as may otherwise be provided in the Plan or this Agreement, the Option granted hereunder may be cumulative and exercised as follows: (a) Subject to the terms and conditions of the Plan and this Agreement, the Option shall become vested and exercisable on the dates set forth on the Signature Page, provided that the Optionee remains continually employed by the Company throughout such period and the performance condition(s) (if any) set forth on the Signature Page are satisfied, as further detailed on the Signature Page; provided further, that, unless sooner terminated, the Option shall expire on the Expiration Date and must be exercised, if at all, on or before the Expiration Date or its earlier termination. If the Optionee dies while employed by the Company or a parent or subsidiary of the Company (or within the period of extended exercisability otherwise provided herein), or if the Optionee’s employment terminates by reason of Disability, the Option will become fully vested and exercisable (notwithstanding any terms of the Option providing for delayed exercisability) and may be exercised by the Optionee, by the legal representative of the Optionee’s estate, or by the legatee under the Optionee’s will at any time until the Expiration Date set forth on the Signature Page. The Vesting Schedule for the Option is set forth on the Signature Page. (b) For the purpose of this Agreement, the Optionee shall be deemed to be an eligible employee of the Company for so long as the Optionee is employed by the Company or a parent or subsidiary of the Company. Accordingly, the Option shall be fully exercisable in accordance with this Section 3, provided the Optionee continues to be an employee of the Company or a parent or subsidiary thereof throughout the term of the Option, to such extent that the Shares are vested. (c) Unless otherwise determined by the Committee at or after the date of grant, in the event that the Granteeemployment of the Optionee terminates (other than by reason of death, Disability, Retirement, or for Cause), the Option, to such extent that it is vested, may be exercised for a period of 90 days from the date of such termination or until the Expiration Date set forth on the Signature Page, whichever period is shorter, and the Option to the extent that it is unvested shall terminate on the date that the Optionee’s employment is terminated for Cause or terminates. If the Grantee voluntarily Optionee’s employment terminates employment without the consent by reason of the CompanyRetirement, the Options granted under this AgreementOption may thereafter be exercised, to the extent it is vested at the time of such Retirement, at any time until the Expiration Date set forth on the Signature Page, and the Option to the extent that it is unvested shall terminate on the date that the Optionee’s employment terminates. If the Optionee’s employment terminates for Cause, the Option, to the extent not theretofore exercised, shall automatically terminate as of on the date of termination of employment regardless of its vested status. (d) The Option Price of the Grantee’s employment. If Shares as to which the Grantee ceases to Option shall be employed exercised, together with all withholding tax obligations that arise upon exercise, shall be paid in full at the time of exercise (i) in cash or by certified check or by bank draft; (ii) if the Committee in its sole discretion permits, by the delivery of unrestricted shares of Common Stock which shall have an aggregate Fair Market Value determined in accordance with the Plan equal to the Option Price, including for this purpose shares otherwise issuable upon exercise of the Option; (iii) by cancellation of indebtedness of the Company to the Optionee; (iv) by waiver of compensation due or accrued to the Optionee for any reason other than deathservices rendered; (v) provided that a public market for the Common Stock exists, disabilitythrough a "same day sale" commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby the Optionee irrevocably elects to exercise his Option and to sell a portion of the Shares so purchased to pay for the Option Price and whereby the FINRA Dealer irrevocably commits to forward the Option Price directly to the Company in exchange for receipt of such Shares; (vi) provided that a public market for the Common Stock exists, termination through a "margin" commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and pledge the Shares so purchased to the FINRA Dealer in a margin account as security for Causea loan from the FINRA Dealer in the amount of the Option Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Option Price directly to the Company, or voluntary termination by (vii) any combination of the Grantee without preceding. Except as provided in Section 3 or Section 5 hereof, the consent Option may not be exercised at any time unless the Optionee shall have been continuously, from the Grant Date to the date of the exercise of the Option, an employee of the Company or a parent or subsidiary of the Company. Additionally, notwithstanding anything in this Agreement to the contrary, the Option may be exercised at any given time within three (3) months after the date the Grantee ceases only as to be an employee, but in any event not later than the date on which those Shares covered by the Option terminates under this Agreementwhich have “vested” at such time, as set forth on the Vesting Schedule. In such event, The holder of the Option shall be exercisable only not have any of the rights of a shareholder with respect to Shares covered by the Option until such time, if ever, as such Shares of Common Stock are actually issued and delivered to the extent that the right to purchase Shares under this Agreement and the Plan has vested and is in effect at the date of such cessation of employment. In the event of termination of employment due to disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such termination of employment, but in any event not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this AgreementOptionee.

Term of Option. The option Option shall terminate (insert term) ten years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee ceases to be employed by the Company for any reason other than death, disability, termination for Cause, or voluntary termination by the Grantee without the consent of the Company, the Option may be exercised at any time within three (3) months after the date the Grantee Participant ceases to be an employee, but in director or consultant of the Company or of an Affiliate (for any event not later reason other than the date on which death or Disability of the Participant or termination of the Participant for Cause (as defined in the Plan)), the Option terminates under this Agreementmay be exercised, if it has not previously terminated, within three months after the date the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employmentservice. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the termination of service, the Participant or the Participant’s Survivors may exercise the Option within one year after the date of the Participant’s termination of service, but in no event after the date of expiration of the term of the Option. In the event the Participant’s service is terminated by the Company or an Affiliate for Cause (as defined in the Plan), the Participant’s right to exercise any unexercised portion of termination of employment due to disability this Option shall cease immediately as of the Grantee (as determined by time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Participant, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Participant’s termination of employmentservice or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable exercisable: (a) to the extent that the right to purchase the Shares hereunder Option has vested on become exercisable but has not been exercised as of the date of such cessation Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of employmenta pro rata portion through the date of Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of Disability. In the event of the death of the Grantee Participant while an employee employee, director or consultant of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company)an Affiliate, the Option shall be exercisable to by the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, Participant’s Survivors within one (1) year after the date of death of the GranteeParticipant or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but in any event has not later than been exercised as of the date on which of death; and (y) in the event rights to exercise the Option terminates under this Agreementaccrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. The option (a) This Option shall terminate (insert term) years from on the date of this Agreement, set forth in Exhibit A (the “Option Expiration Date”) but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. . (b) If the Grantee ceases to be employed by the Company for any reason other than death, disability, termination for Cause, or voluntary termination by the Grantee without the consent of the Company, the Option may be exercised at any time within three (3) months after the date the Grantee Participant ceases to be an employee, director or consultant of the Company or of an Affiliate for any reason other than the death or Disability (as defined in the Plan) of the Participant, or termination of the Participant for Cause (as defined in the Plan) (the “Termination Date”), the Option to the extent then vested and exercisable pursuant to Section 3 hereof as of the Termination Date, and not previously terminated in accordance with this Agreement, may be exercised within 12 months after the Termination Date, or on or prior to the Option Expiration Date, whichever is earlier, but may not be exercised thereafter except as set forth below. In such event, the unvested portion of the Option shall not be exercisable and shall expire and be cancelled on the Termination Date. (c) Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Date, the Participant or the Participant’s Survivors (as defined in the Plan) may exercise the Option within one year after the Termination Date, but in any no event not later than the date on which after the Option terminates under Expiration Date. (d) In the event the Participant’s service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this AgreementOption even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Participant breaches in any material respect any agreement between Participant and the Company (including, but not limited to, any assignment of intellectual property, confidentiality, non-disclosure, non-competition or non-solicitation agreement(s)), then the Participant shall immediately cease to have any rights to exercise this Option and this Option shall thereupon terminate. The Company agrees that in the event of conflict between this Agreement and Section 13.c of the Plan, this Agreement shall control with respect to any determination made subsequent to termination. (e) In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to the Option Expiration Date. In such event, the Option shall be exercisable only exercisable: (i) to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested and is in effect at become exercisable but has not been exercised as of the date of such cessation the Participant’s termination of employmentservice due to Disability; and (ii) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. (f) In the event of termination of employment due to disability the death of the Grantee (as determined by the Board of Directors Participant while an employee, director or consultant of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one (1) year after the date of such termination death of employmentthe Participant or, but in any event not later than the date if earlier, on which or prior to the Option terminates under this AgreementExpiration Date. In such event, the Option shall be exercisable exercisable: (i) to the extent that the right to purchase the Shares hereunder Option has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent become exercisable but has not been exercised as of the date of death and death; and (ii) in such event, the event rights to exercise the Option must be exercisedaccrue periodically, if at all, within one (1) year after to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the Grantee, but next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in any event not later than the current vesting period prior to the Participant’s date on which the Option terminates under this Agreementof death.

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Participant ceases to be employed by an employee, director or consultant of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, the death or voluntary termination by the Grantee without the consent Disability of the CompanyParticipant or termination of the Participant for “cause” (as defined in the Plan), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months after the date the Grantee Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employmentservice. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of service, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of service, but in no event after the date of expiration of the term of the Option. In the event the Participant’s service is terminated by the Company or an Affiliate for “cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of termination of employment due to disability this Option shall cease immediately as of the Grantee (as determined by time the Participant is notified his or her service is terminated for “cause”, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Participant, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Participant’s termination of employmentservice or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable exercisable: (a) to the extent that the right to purchase the Shares hereunder Option has vested on become exercisable but has not been exercised as of the date of such cessation Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of employmenta pro rata portion through the date of Disability of any additional vesting rights to exercise the Option as that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of Disability. In the event of the death of the Grantee Participant while an employee employee, director or consultant of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company)an Affiliate, the Option shall be exercisable to by the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, Participant’s Survivors within one (1) year after the date of death of the GranteeParticipant or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but in any event has not later than been exercised as of the date on which of death; and (y) in the event rights to exercise the Option terminates under this Agreementaccrue periodically, to the extent of a pro rata portion through the date of death of any additional rights to exercise the Option as would have accrued had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. The option Option shall terminate (insert term) ten years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employmentherein. If the Grantee ceases to be employed by the Company for any reason other than death, disability, termination for Cause, or voluntary termination by the Grantee without the consent of the Company, the Option may be exercised at any time within three (3) months after the date the Grantee Participant ceases to be an employee, but in or consultant of the Company or any event not later parent or subsidiary, direct or indirect, of the Company (an “Affiliate”) (for any reason other than the date on which death or permanent and total disability as defined in Section 22(e)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”) of the Participant (a “Disability”) or termination of the Participant for “cause” (as defined in the Participant’s Severance Agreement), the Option terminates under this Agreementmay be exercised, if it has not previously terminated, within three months after the date the Participant ceases to be an employee or consultant of the Company or of an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employmentservice. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the termination of service, the Participant or the deceased Participant’s legal representatives and/or any person or persons who acquired the Participant’s rights to the Option by will or by the laws of descent and distribution (the “Participant’s Survivors”) may exercise the Option within one year after the date of the Participant’s termination of service, but in no event after the date of expiration of the term of the Option. In the event of termination of employment due the Participant’s service is terminated by the Company or by an Affiliate for “cause” (as defined in the Participant’s Severance Agreement), the Participant’s right to disability exercise any unexercised portion of the Grantee (Option shall cease immediately as determined by of the time the Participant is notified his or her service is terminated for “cause,” and the Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Participant’s termination, the Participant engaged in conduct which would constitute “cause”, then the Participant shall immediately cease to have any right to exercise the Option and Stock the Option Committee shall thereupon terminate. In the event of the Company, as Disability of the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Participant, the Option shall be exercisable within one (1) year after the date of such Participant’s termination of employmentservice or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable exercisable: (a) to the extent that the right to purchase the Shares hereunder Option has vested on become exercisable but has not been exercised as of the date of Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of Disability. The Board of Directors of the Company or, if applicable, a committee of the Board of Directors, shall make the determination both of whether a Disability has occurred and the date of its occurrence (unless a procedure for such cessation determination is set forth in another agreement between the Company and such Participant, in which case such procedure shall be used for such determination). If requested, the Participant shall be examined by a physician selected or approved by the Board of employmentDirectors of the Company or, if applicable, a committee of the Board of Directors, the cost of which examination shall be paid for by the Company. In the event of the death of the Grantee Participant while an employee or consultant of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company)an Affiliate, the Option shall be exercisable to by the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, Participant’s Survivors within one (1) year after the date of death of the GranteeParticipant or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but in any event has not later than been exercised as of the date on which of death; and (y) in the event rights to exercise the Option terminates under this Agreementaccrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. The option Option shall terminate (insert term) years from the date of this Agreement, but shall be subject to earlier termination immediately and without further notice (i) if the Fair Market Value of a share of Common Stock for five (5) consecutive Business Days is below $(insert barrier price) or (ii) as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee ceases to be employed by the Company for any reason other than death, disability, termination for Cause, or voluntary termination by the Grantee without the consent of the Company, the Option may be exercised at any time within three (3) months after the date the Grantee ceases to be an employee, but in any event not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has vested and is in effect at the date of such cessation of employment. In the event of termination of employment due to disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such termination of employment, but in any event not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this Agreement.

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Participant ceases to be employed by an employee, director or consultant of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, the death or voluntary termination by the Grantee without the consent Disability of the CompanyParticipant or termination of the Participant for "cause" (as defined in the Plan), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months after the date the Grantee Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant's Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant's Survivors may exercise the Option within one (1) year after the date of the Participant's termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the Participant's employment, directorship or consultancy is terminated by the Company or an Affiliate for "cause" (as defined in the Plan), the Participant's right to exercise any unexercised portion of termination this Option shall cease as of employment due such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to disability the contrary, if subsequent to the Participant's termination, but prior to the exercise of the Grantee (as determined by Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Participant's termination, the Participant engaged in conduct which would constitute "cause," then the Participant shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Participant, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Participant's termination of employmentservice or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three exercisable: (3a) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have accrued had the Participant not become Disabled prior to the end of the accrual period which next ends following the date of Disability. The proration shall be based upon the number of days during the accrual period prior to the date of Disability. In the event of the death and in such eventof the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option must shall be exercised, if at all, exercisable by the Participant's Survivors within one (1) year after the date of death of the GranteeParticipant or, but in any event not later than if earlier, within the date on which originally prescribed term of the Option. In such event, the Option terminates under this Agreement.shall be exercisable:

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, the death or voluntary termination by the Grantee without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “cause” (as defined in the Plan)), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employment. Notwithstanding the foregoing, in the event of the Employee’s Disability or death within three (3) months after the termination of employment, the Employee or the Employee’s Survivors may exercise the Option within one (1) year after the date of the Employee’s termination of employment, but in no event after the date of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for “cause” (as defined in the Plan), the Employee’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination of employment due as an employee, but prior to disability the exercise of the Grantee (as determined by Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Employee’s termination of employmentemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three exercisable: (3a) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have accrued had the Employee not become Disabled prior to the end of the accrual period which next ends following the date of Disability. The proration shall be based upon the number of days during the accrual period prior to the date of Disability. In the event of the death and in such eventof the Employee while an employee of the Company or of an Affiliate, the Option must shall be exercised, if at all, exercisable by the Participant’s Survivors within one (1) year after the date of death of the GranteeEmployee or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent exercisable but in any event not later than exercised as of the date on which of death; and (y) in the event rights to exercise the Option terminates under this Agreementaccrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have accrued had the Employee not died prior to the end of the accrual period which next ends following the date of death. The proration shall be based upon the number of days during the accrual period prior to the Employee’s death.

Term of Option. The option Option shall terminate (insert term) ten years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee ceases to be employed by the Company for any reason other than death, disability, termination for Cause, or voluntary termination by the Grantee without the consent of the Company, the Option may be exercised at any time within three (3) months after the date the Grantee Participant ceases to be an employee, but in director or consultant of the Company or of an Affiliate (for any event not later reason other than the date on which death or Disability of the Participant or termination of the Participant for Cause (as defined in the Plan)), the Option terminates under this Agreementmay be exercised, if it has not previously terminated, within three months after the date the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one year after the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the Participant’s employment, directorship or consultancy is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of termination of employment due to disability this Option shall cease immediately as of the Grantee (as determined by time the Participant is notified his or her employment, directorship or consultancy is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Participant, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Participant’s termination of employmentservice or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable exercisable: (a) to the extent that the right to purchase the Shares hereunder Option has vested on become exercisable but has not been exercised as of the date of such cessation Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of employmenta pro rata portion through the date of Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of Disability. In the event of the death of the Grantee Participant while an employee employee, director or consultant of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company)an Affiliate, the Option shall be exercisable to by the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, Participant’s Survivors within one (1) year after the date of death of the GranteeParticipant or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but in any event has not later than been exercised as of the date on which of death; and (y) in the event rights to exercise the Option terminates under this Agreementaccrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. The option Option shall terminate (insert term) have a term of 10 years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement, but shall be subject to earlier termination as provided herein Agreement or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, The Option shall automatically terminate as upon the happening of the first of the following events: The 91st day following the date the Grantee is no longer employed by, or providing service to, the Company and any Affiliate, if the termination is for any reason other than Disability, death or Cause. The 1st anniversary of the date of termination the Grantee is no longer employed by, or providing service to, the Company and any Affiliate on account of the Grantee’s employmentdeath or Disability. If The date on which the Grantee ceases to be employed by, or provide service to, the Company and any Affiliate for Cause. Notwithstanding the prior provisions of this Paragraph 4, if the Grantee engages in conduct that constitutes Cause at any time while the Grantee is employed by, or provides service to, the Company and any Affiliate or after the Grantee’s termination of employment or service, the Option shall immediately terminate, and the Grantee shall automatically forfeit all Shares underlying any exercised portion of the Option for which the Company has not yet delivered the Share certificates, upon refund by the Company for any reason other than death, disability, termination for Cause, or voluntary termination of the Exercise Price paid by the Grantee without for such Shares. Upon any exercise of the consent Option, the Company may withhold delivery of Share certificates pending resolution of an inquiry that could lead to a finding resulting in forfeiture. The date of cancellation, termination, or expiration of the Option pursuant to action taken by the Compensation Committee in accordance with Sections 13, 16 or 17 of the Plan. Notwithstanding the foregoing, in no event may the Option be exercised after the date that is immediately before the 10th anniversary of the Date of Grant; provided however, in the event that on the last business day of the term of the Option (i) the exercise of the Option is prohibited by applicable law or (ii) Shares may not be purchased or sold by the Grantee due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term of the Option may shall be exercised extended for a period of 30 days following the end of the legal prohibition, black-out period or lock-up agreement. Any portion of the Option that is not exercisable at any the time within three (3) months after the date the Grantee ceases to be an employeeemployed by, but in any event not later than the date on which the Option terminates under this Agreement. In such eventor provide service to, the Option Company and any Affiliate shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has vested and is in effect at the date of such cessation of employment. In the event of termination of employment due to disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such termination of employment, but in any event not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this Agreementimmediately terminate.

Term of Option. The option Option shall terminate (insert term) ten years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, the death or voluntary termination by the Grantee without the consent Disability of the CompanyEmployee or termination of the Employee's employment for "cause" (as defined in the Plan), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employment. Notwithstanding the foregoing, in the event of the Employee's Disability or death within three months after the termination of employment, the Employee or the Employee's Survivors may exercise the Option within one year after the date of the Employee's termination of employment, but in no event after the date of expiration of the term of the Option. In the event the Employee's employment is terminated by the Employee's employer for "cause" (as defined in the Plan), the Employee's right to exercise any unexercised portion of termination of employment due to disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for "cause," and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee's termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee's termination, the Employee engaged in conduct which would constitute "cause," then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Employee's termination of employmentemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable exercisable: (a) to the extent that the right to purchase the Shares hereunder Option has vested on become exercisable but has not been exercised as of the date of such cessation Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of employmenta pro rata portion through the date of Disability of any additional vesting rights that would have accrued on the next vesting date had the Employee not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of Disability. In the event of the death of the Grantee Employee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company)an Affiliate, the Option shall be exercisable to by the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, Employee's Survivors within one (1) year after the date of death of the GranteeEmployee or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but in any event has not later than been exercised as of the date on which of death; and (y) in the event rights to exercise the Option terminates under this Agreementaccrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Employee not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Employee's date of death.

Term of Option. The option This Option shall terminate (insert term) six years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, the death or voluntary termination by the Grantee without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “cause”), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter except as set forth below. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employment. If the Employee ceases to be an employee of the Company or of an Affiliate but continues after termination of employment to provide service to the Company or an Affiliate as a consultant, this Option shall continue to vest in accordance with Section 3 above as if this Option had not terminated until the Employee is no longer providing services to the Company. In such case, this Option shall automatically convert and be deemed a Non-Qualified Option as of the date that is three months from termination of the Employee’s employment and this Option shall continue on the same terms and conditions set forth herein until such Employee is no longer providing service to the Company or an Affiliate. Notwithstanding the foregoing, in the event of the Employee’s Disability or death within three months after the termination of employment, the Employee or the Employee’s Survivors may exercise the Option within one year after the date of the Employee’s termination of employment, but in no event after the date of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for “cause”, the Employee’s right to exercise any unexercised portion of termination of employment due to disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Employee’s termination of employmentemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable exercisable: (a) to the extent that the right to purchase the Shares hereunder Option has vested on become exercisable but has not been exercised as of the date of such cessation Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of employmenta pro rata portion through the date of Disability of any additional vesting rights that would have accrued on the next vesting date had the Employee not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of Disability. In the event of the death of the Grantee Employee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company)an Affiliate, the Option shall be exercisable to by the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, Employee’s Survivors within one (1) year after the date of death of the GranteeEmployee or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but in any event has not later than been exercised as of the date on which of death; and (y) in the event rights to exercise the Option terminates under this Agreementaccrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Employee not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Employee’s date of death.

Term of Option. The option Option shall terminate (insert term) ten years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, the death or voluntary termination by the Grantee without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for Cause (as defined in the Plan)), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employment. Notwithstanding the foregoing, in the event of the Employee’s Disability or death within three months after the termination of employment, the Employee or the Employee’s Survivors may exercise the Option within one year after the date of the Employee’s termination of employment, but in no event after the date of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for Cause (as defined in the Plan), the Employee’s right to exercise any unexercised portion of termination of employment due to disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute Cause, then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Employee’s termination of employmentemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable exercisable: (a) to the extent that the right to purchase the Shares hereunder Option has vested on become exercisable but has not been exercised as of the date of such cessation Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of employmenta pro rata portion through the date of Disability of any additional vesting rights that would have accrued on the next vesting date had the Employee not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of Disability. In the event of the death of the Grantee Employee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company)an Affiliate, the Option shall be exercisable to by the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, Employee’s Survivors within one (1) year after the date of death of the GranteeEmployee or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but in any event has not later than been exercised as of the date on which of death; and (y) in the event rights to exercise the Option terminates under this Agreementaccrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Employee not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Employee’s date of death.

Term of Option. (a) The term of this option begins on the date you were granted this option and, unless it ends sooner for the reason described below, terminates on February 1, 2010, the "Expiration Date" (which date shall terminate (insert term) be no more than ten years from the date of this Agreementoption was granted). You may not, but shall be subject under any circumstances, exercise this option after the Expiration Date. By delivering written notice to earlier termination as provided herein or the Company, in a form satisfactory to the Company, you may designate a third party who, in the Plan. In event of your death, shall thereafter be entitled to exercise this option. (b) This option will also terminate prior to the event that end of its term if your service as an employee or an advisor or consultant with the Grantee’s employment Company and all Affiliates is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee ceases to be employed by the Company for any reason other than death, disability, termination or for Cause, or voluntary termination by the Grantee without the consent of the Company, the Option may be exercised at any time within no reason. Your option will then terminate three (3) months after the date on which you are no longer providing services to the Grantee ceases Company or any Affiliate unless one of the following circumstances exists: (i) Your termination of service is due to be an employeeyour disability. This option will then terminate on the earlier of the Expiration Date or twelve months following the termination of your service. (ii) Your termination of service is due to your death. This option will then terminate on the earlier of the Expiration Date or twelve months after your death. (c) If during any part of the three-month period you may not exercise your option solely because of the condition described in paragraph 5 above, but then your option will not terminate until the earlier of the Expiration Date or until this option shall become exercisable for a period of three months after the termination of your service. (d) If your exercise of the option within three months after termination of your service with the Company and all Affiliates will result in any event not later than liability under Section 16(b) of the Exchange Act, then your option will terminate on the earlier of (i) the Expiration Date, (ii) the tenth day after the last date on which your exercise would result in such liability or (iii) six months and ten days after the Option terminates under this Agreement. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has vested and is in effect at the date of such cessation of employment. In the event of termination of employment due to disability of the Grantee (as determined by the Board of Directors of your service with the Company or and all Affiliates. (e) Following the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such termination of employmentyour service, but in any event not later than you may exercise options for only the date on shares which the Option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has are vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three (3) months after the your termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this Agreementservice.

Term of Option. The option Option shall terminate (insert term) years from on the date 10th anniversary of this Agreementthe Grant Date, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Participant ceases to be employed by an Employee, director or consultant of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, the death or voluntary termination by the Grantee without the consent Disability of the CompanyParticipant or termination of the Participant for “cause”), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months after the date the Grantee Participant ceases to be an employeeEmployee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employmentservice. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of service, the Participant or the Participant’s Survivors may exercise the Option within one year after the date of the Participant’s termination of service, but in no event after the date of expiration of the term of the Option. In the event the Participant’s service is terminated by the Company or an Affiliate for “cause”, the Participant’s right to exercise any unexercised portion of the Option shall cease immediately as of the time the Participant is notified his or her service is terminated for “cause,” and the Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise the Option and the Option shall thereupon terminate. In the event of termination of employment due to disability the Disability of the Grantee (Participant, as determined by in accordance with the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Participant’s termination of employmentservice or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable exercisable: (a) to the extent that the right to purchase the Shares hereunder Option has vested on become exercisable but has not been exercised as of the date of such cessation Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of employmenta pro rata portion through the date of Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of Disability. In the event of the death of the Grantee Participant while an employee Employee, director or consultant of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company)an Affiliate, the Option shall be exercisable to by the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, Participant’s Survivors within one (1) year after the date of death of the GranteeParticipant or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but in any event has not later than been exercised as of the date on which of death; and (y) in the event rights to exercise the Option terminates under this Agreementaccrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

Term of Option. The option Option shall terminate (insert term) years from on the date 10th anniversary of this Agreementthe Grant Date, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Employee ceases to be employed by an Employee of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, the death or voluntary termination by the Grantee without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “cause”), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months after the date the Grantee Employee ceases to be an employeeEmployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employment. Notwithstanding the foregoing, in the event of the Employee’s Disability or death within three (3) months after the termination of employment, the Employee or the Employee’s Survivors may exercise the Option within one year after the date of the Employee’s termination of employment, but in no event after the date of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for “cause”, the Employee’s right to exercise any unexercised portion of the Option shall cease immediately as of the time the Employee is notified his or her employment is terminated for “cause,” and the Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as an Employee, but prior to the exercise of the Option, the Administrator determines that, either prior or subsequent to the Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall immediately cease to have any right to exercise the Option and the Option shall thereupon terminate. In the event of termination of employment due to disability the Disability of the Grantee (Employee, as determined by in accordance with the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Employee’s termination of employmentemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable exercisable: (a) to the extent that the right to purchase the Shares hereunder Option has vested on become exercisable but has not been exercised as of the date of such cessation Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of employmenta pro rata portion through the date of Disability of any additional vesting rights that would have accrued on the next vesting date had the Employee not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of Disability. In the event of the death of the Grantee Employee while an employee Employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company)an Affiliate, the Option shall be exercisable to by the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, Employee’s Survivors within one (1) year after the date of death of the GranteeEmployee or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but in any event has not later than been exercised as of the date on which of death; and (y) in the event rights to exercise the Option terminates under this Agreementaccrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Employee not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Employee’s date of death.

Term of Option. The option Option shall terminate ten (insert term10) years from the -------------- date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Participant ceases to be employed by an employee, director or consultant of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, the death or voluntary termination by the Grantee without the consent Disability of the CompanyParticipant or termination of the Participant for "cause" (as defined in the Plan)), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months after the date the Grantee Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant's Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant's Survivors may exercise the Option within one (1) year after the date of the Participant's termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the Participant's employment, directorship or consultancy is terminated by the Company or an Affiliate for "cause" (as defined in the Plan), the Participant's right to exercise any unexercised portion of termination this Option shall cease as of employment due such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to disability the contrary, if subsequent to the Participant's termination, but prior to the exercise of the Grantee (as determined by Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Participant's termination, the Participant engaged in conduct which would constitute "cause," then the Participant shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Participant, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Participant's termination of employmentservice or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three exercisable: (3a) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to To the extent exercisable but not exercised as of the date of Disability; and (b) In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have accrued had the Participant not become Disabled prior to the end of the accrual period which next ends following the date of Disability. The proration shall be based upon the number of days during the accrual period prior to the date of Disability. In the event of the death and in such eventof the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option must shall be exercised, if at all, exercisable by the Participant's Survivors within one (1) year after the date of death of the GranteeParticipant or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) To the extent exercisable but in any event not later than exercised as of the date on which of death; and (y) In the event rights to exercise the Option terminates under this Agreementaccrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have accrued had the Participant not died prior to the end of the accrual period which next ends following the date of death. The proration shall be based upon the number of days during the accrual period prior to the Participant's death.

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, disability, the death or Disability of the Employee or termination for Cause, or voluntary termination of the Employee’s employment by the Grantee without Employee’s employer for “Cause” (as defined in the consent of the CompanyPlan), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has vested and Option is in effect at the date of such cessation of employment. In Notwithstanding the foregoing, in the event of the Employee’s Disability or death within three (3) months after the termination of employment due to disability of employment, the Grantee (as determined by the Board of Directors of the Company Employee or the Compensation and Stock Option Committee of the Company, as the case Employee’s Survivors may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), exercise the Option shall be exercisable within one (1) year after the date of such the Employee’s termination of employment, but in any no event not later than after the date on of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for “Cause” (as defined in the Plan), the Employee’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Employee’s termination, the Employee engaged in conduct which would constitute “Cause,” then the Employee shall immediately cease to have any right to exercise the Option terminates under and this AgreementOption shall thereupon terminate. In such eventthe event of the Disability of the Employee, as determined in accordance with the Plan, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on not exercised as of the date of such cessation Disability within one (1) year after the Employee’s termination of employmentemployment or, if earlier, within the term originally prescribed by the Option. In the event of the death of the Grantee Employee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company)an Affiliate, the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, by the Option must be exercised, if at all, Employee’s Survivors within one (1) year after the date of death of the GranteeEmployee or, but in any event not later than if earlier, within the date on which originally prescribed term of the Option terminates under this AgreementOption.

Term of Option. The term of the option shall be for a period of ten (10) years commencing on the Date of Grant as set forth above. The option shall terminate (insert term) years from expire at the close of regular business hours at Invacare's principal office on the last day of the term of the option, or, if earlier, on the applicable expiration date of provided in this Agreement, but . (a) Your option shall not be subject to earlier termination as provided herein or affected by any temporary leave of absence approved in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent writing by Invacare and described in Section 1.421-7(h) of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employmentFederal Income Tax Regulations. If the Grantee ceases you cease to be employed by the Company an employee for any reason other than death, disability, termination for Cause, or voluntary termination by you may exercise your option only to the Grantee without the consent extent of such purchase rights as may exist pursuant to Paragraph I as of the Companydate you cease to be an employee and which have not been exercised. Upon your ceasing to be an employee, other than by Retirement as defined by Invacare’s Compensation Committee (the Option may be exercised at “Committee”) (in which case you shall become a Retired Employee), such purchase rights shall in any time within event terminate upon the earlier of (a) three (3) months after the date the Grantee ceases [one (1) year if you ceased to be an employee, but because of a disability (as such term is defined in any event not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has vested and is in effect at the date of such cessation of employment. In the event of termination of employment due to disability Section 72(m) (7) of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writingCode), the Option shall be exercisable within one (1) year ] after the date you ceased to be an employee, or (b) the last day of such termination the term of employmentthe option. If you become a Retired employee, but in any event not later than as defined, you retain your purchase rights as may exist pursuant to Paragraph I as of the date on which the Option terminates under this Agreement. In such event, the Option shall you cease to be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of and which have not been exercised, until the Company option terminates pursuant to Paragraph II. (b) If you die while you are an employee, a Retired employee or within three (3) months after of your having ceased to be an employee, a personal representative may exercise the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable option to the extent exercisable but not exercised of your purchase rights as of may exist pursuant to Paragraph I at the date of your death and which have not been exercised; provided, however, that such purchase rights shall in such event, any event terminate upon the Option must be exercised, if at all, within earlier of: (i) one (1) year after you cease to be an employee, unless you are a Retired employee in which case you shall have one (1) year subsequent to your death; or (ii) the date of death last day of the Granteeterm of the option. (c) If the Committee finds that you intentionally committed an act materially inimical to the interests of Invacare or a subsidiary, but in any event not later than your unexercised purchase rights will terminate as of the date on which time you committed such act, as determined by the Option terminates under this AgreementCommittee.

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Participant ceases to be employed by an employee, director or consultant of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, the death or voluntary termination by the Grantee without the consent Disability of the CompanyParticipant or termination of the Participant for “cause” (as defined in the Plan)), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months after the date the Grantee Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event the Participant’s employment, directorship or consultancy is terminated by the Company or an Affiliate for “cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of termination this Option shall cease as of employment due such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to disability the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Grantee (as determined by Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Participant, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Participant’s termination of employmentservice or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three exercisable: (3a) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to To the extent exercisable but not exercised as of the date of Disability; and (b) In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have accrued had the Participant not become Disabled prior to the end of the accrual period which next ends following the date of Disability. The proration shall be based upon the number of days during the accrual period prior to the date of Disability. In the event of the death and in such eventof the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option must shall be exercised, if at all, exercisable by the Participant’s Survivors within one (1) year after the date of death of the GranteeParticipant or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) To the extent exercisable but in any event not later than exercised as of the date on which of death; and (y) In the event rights to exercise the Option terminates under this Agreementaccrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have accrued had the Participant not died prior to the end of the accrual period which next ends following the date of death. The proration shall be based upon the number of days during the accrual period prior to the Participant’s death.

Term of Option. The option term of the Option shall terminate (insert term) years from commence on the date of this AgreementGrant Date and all rights to purchase Shares hereunder shall cease at 11:59 p.m. on the Expiration Date set forth on the Signature Page, but shall be subject to earlier termination as provided herein or in the PlanPlan and this Agreement. In Except as may otherwise be provided in the event Plan or this Agreement, Options granted hereunder may be cumulative and exercised as follows: (a) Subject to the terms and conditions of the Plan and this Agreement, the Option shall vest on the dates set forth on the Signature Page, provided that the Grantee’s employment Optionee remains continually employed by the Company throughout such period; provided further, that the Option shall expire on the Expiration Date and must be exercised, if at all, on or before the Expiration Date. The Vesting Schedule for the Option is terminated set forth on the Signature Page. (b) For the purpose of this Agreement, the Optionee shall be deemed to be an eligible employee of the Company for Cause so long as the Optionee is employed by the Company or the Grantee voluntarily terminates employment without the consent a parent or subsidiary of the Company, . A leave of absence (regardless of the Options granted under this Agreementreason therefor) shall be deemed to constitute the cessation of eligible employee status as of the commencement date of the leave. (c) The Option shall become exercisable, to the extent that Shares have vested, upon the termination of Optionee's employment with the Company (the "Termination Date"). (d) The Option Price of the Shares as to which the Option shall be exercised shall be paid in full at the time of exercise (i) in cash or by certified check or by bank draft; (ii) by the delivery of previously owned unrestricted shares of Common Stock which shall have an aggregate Fair Market Value determined in accordance with the Plan equal to the Option Price and have been held by you for at least six (6) months; or (iii) any combination of the preceding. Except as provided in Section 5 hereof, the Option may not theretofore exercisedbe exercised at any time unless the Optionee shall have been continuously, shall automatically terminate as of from the Grant Date to the date of termination the exercise of the Grantee’s employment. If the Grantee ceases to be employed by Option, an employee of the Company for any reason other than death, disability, termination for Cause, or voluntary termination by the Grantee without the consent a parent or subsidiary of the Company. Additionally, notwithstanding anything in this Agreement to the contrary, the Option may be exercised at any given time within three (3) months after the date the Grantee ceases only as to be an employee, but in any event not later than the date on which those Shares covered by the Option terminates under this Agreementwhich have "vested" at such time, as set forth on the Vesting Schedule. In such event, The holder of the Option shall be exercisable only not have any of the rights of a shareholder with respect to Shares covered by the Option until such time, if ever, as such Shares of Common Stock are actually issued and delivered to the extent that the right to purchase Shares under this Agreement and the Plan has vested and is in effect at the date of such cessation of employment. In the event of termination of employment due to disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such termination of employment, but in any event not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this AgreementOptionee.

Term of Option. The option Option shall terminate (insert term) ten years from the Date of Grant as set forth on the Option Certificate attached to this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the Date of Grant as set forth on the Option Certificate attached to this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, the death or voluntary termination by the Grantee without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “cause” (as defined in the Plan)), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employment. Notwithstanding the foregoing, in the event of the Employee’s Disability or death within three months after the termination of employment, the Employee or the Employee’s Survivors may exercise the Option within one year after the date of the Employee’s termination of employment, but in no event after the date of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for “cause” (as defined in the Plan), the Employee’s right to exercise any unexercised portion of termination of employment due to disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Employee’s termination of employmentemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable exercisable: (a) to the extent that the right to purchase the Shares hereunder Option has vested on become exercisable but has not been exercised as of the date of such cessation Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of employmenta pro rata portion through the date of Disability of any additional vesting rights that would have accrued on the next vesting date had the Employee not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of Disability. In the event of the death of the Grantee Employee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company)an Affiliate, the Option shall be exercisable to by the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, Participant’s Survivors within one (1) year after the date of death of the GranteeEmployee or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but in any event has not later than been exercised as of the date on which of death; and (y) in the event rights to exercise the Option terminates under this Agreementaccrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Employee not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Employee’s date of death.

Term of Option. The option Option shall terminate (insert term) ten years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, the death or voluntary termination by the Grantee without the consent Disability of the CompanyEmployee or termination of the Employee's employment for Cause (as defined in the Plan)), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employment. Notwithstanding the foregoing, in the event of the Employee's Disability or death within three months after the termination of employment, the Employee or the Employee's Survivors may exercise the Option within one year after the date of the Employee's termination of employment, but in no event after the date of expiration of the term of the Option. In the event the Employee's employment is terminated by the Employee's employer for Cause, the Employee's right to exercise any unexercised portion of termination of employment due to disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee's termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee's termination, the Employee engaged in conduct which would constitute Cause, then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Employee's termination of employmentemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable exercisable: (a) to the extent that the right to purchase the Shares hereunder Option has vested on become exercisable but has not been exercised as of the date of such cessation Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of employmenta pro rata portion through the date of Disability of any additional vesting rights that would have accrued on the next vesting date had the Employee not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of Disability. In the event of the death of the Grantee Employee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company)an Affiliate, the Option shall be exercisable to by the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, Employee's Survivors within one (1) year after the date of death of the GranteeEmployee or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but in any event has not later than been exercised as of the date on which of death; and (y) in the event rights to exercise the Option terminates under this Agreementaccrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Employee not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Employee's date of death.

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, the death or voluntary termination by the Grantee without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “cause” (as defined in the Plan)), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employment. Notwithstanding the foregoing, in the event of the Employee’s Disability or death within three (3) months after the termination of employment, the Employee or the Employee’s Survivors may exercise the Option within one (1) year after the date of the Employee’s termination of employment, but in no event after the date of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for “cause” (as defined in the Plan), the Employee’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination of employment due as an employee, but prior to disability the exercise of the Grantee (as determined by Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Employee’s termination of employmentemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three exercisable: (3a) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to To the extent exercisable but not exercised as of the date of Disability; and (b) In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have accrued had the Employee not become Disabled prior to the end of the accrual period which next ends following the date of Disability. The proration shall be based upon the number of days during the accrual period prior to the date of Disability. In the event of the death and in such eventof the Employee while an employee of the Company or of an Affiliate, the Option must shall be exercised, if at all, exercisable by the Employee’s Survivors within one (1) year after the date of death of the GranteeEmployee or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) To the extent exercisable but in any event not later than exercised as of the date on which of death; and (y) In the event rights to exercise the Option terminates under this Agreementaccrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have accrued had the Employee not died prior to the end of the accrual period which next ends following the date of death. The proration shall be based upon the number of days during the accrual period prior to the Employee’s death.

Term of Option. The option This Option shall terminate ten (insert term10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, the death or voluntary termination by the Grantee without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “cause” (as defined in the Plan)), the this Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of this Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the this Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employment. In Notwithstanding the foregoing, in the event of the Employee’s Disability or death within three (3) months after the termination of employment due to disability employment, the Employee or the Employee’s Survivors may exercise this Option within one (1) year after the date of the Grantee Employee’s termination of employment, but in no event after the date of expiration of the term of this Option. If the Employee’s employment is terminated by the Employee’s employer for “cause” (as determined by defined in the Plan), the Employee’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as an employee, but prior to the exercise of this Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall immediately cease to have any right to exercise this Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may bePlan, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the this Option shall be exercisable within one (1) year after the date of such Employee’s termination of employmentemployment or, but in any event not later than if earlier, within the date on which the Option terminates under term originally prescribed by this AgreementOption. In such event, the this Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three exercisable: (3a) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to To the extent exercisable but not exercised as of the date of Disability; and (b) If rights to exercise this Option accrue periodically, to the extent of a pro rata portion of any additional rights to exercise this Option as would have accrued had the Employee not become Disabled prior to the end of the accrual period which next ends following the date of Disability. The proration shall be based upon the number of days during the accrual period prior to the date of Disability. In the event of the death and in such eventof the Employee while an employee of the Company or of an Affiliate, this Option shall be exercisable by the Option must be exercised, if at all, Employee’s Survivors within one (1) year after the date of death of the GranteeEmployee or, if earlier, within the originally prescribed term of this Option. In such event, this Option shall be exercisable: (x) To the extent exercisable but in any event not later than exercised as of the date on of death; and (y) If rights to exercise this Option accrue periodically, to the extent of a pro rata portion of any additional rights to exercise this Option as would have accrued had the Employee not died prior to the end of the accrual period which next ends following the Option terminates under this Agreementdate of death. The proration shall be based upon the number of days during the accrual period prior to the Employee’s death.

Term of Option. The option term of the Option shall terminate (insert term) years from commence on the date hereof and all rights to purchase shares hereunder shall cease at 11:59 p.m. on the day before the tenth (10th) anniversary of this Agreementthe date hereof, but shall be subject to earlier termination as provided herein or herein. Except as may otherwise be provided in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee ceases to be employed by the Company for any reason other than death, disability, termination for Cause, or voluntary termination by the Grantee without the consent of the Company, the Option options granted hereunder may be exercised at any time within three (3) months after the date the Grantee ceases pursuant to Section 10 cumulatively, as follows: [To be an employee, but in any event not later than the date determined on which the Option terminates under this Agreement. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has vested and is in effect at the date of such cessation of employment. In the event of termination of employment due to disability of the Grantee (as determined a case-by-case basis by the Board of Directors of the Company at the time of issuance; provided, however, that options shall vest and be exercisable as to at least 20% of the shares 2 For the purpose of this Agreement, the Optionee shall be deemed to be a "Service Provider" to the Company for so long as the Optionee is employed by the Company, or the Compensation and Stock Option Committee a parent or subsidiary of the Company, or a corporation or a parent or subsidiary of a corporation issuing or assuming an option to which Section 425(a) of the Internal Revenue Code of 1986, as amended, applies. A leave of absence (regardless of the case may bereason therefor) shall be deemed to constitute the cessation of Service Provider status as of the commencement date of the leave, unless such leave is authorized by the Company in writing and the Optionee recommences providing services prior to the expiration date of such leave. Accordingly, the Optionee shall receive credit as a Service Provider to the Company during a leave of absence only if the leave is authorized by the Company and the Optionee recommences providing services on or prior to the expiration date of the leave. The purchase price of the Shares as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one exercised shall be paid in full at the time of exercise (1i) year after in cash or by certified check or by bank draft; (ii) subject to any legal restrictions on the acquisition or purchase of such shares by the Company and with the prior written consent and approval of the Company, by the delivery of shares of Common Stock of the Company which shall be deemed to have a value to the Company equal to the aggregate fair market value of such shares determined in accordance with Section 6 of the Plan; (iii) with the prior written consent and approval of the Company, by the execution and delivery of Optionee's promissory note in the principal amount of the exercise price, with such term, interest rate and other terms and provisions, including, without limitation, requiring the shares acquired upon exercise to be pledged to the Company to secure payment of the note, as the Board of Directors of the Company may specify, (iv) by cancellation of indebtedness of the Company to Optionee, (v) by waiver of compensation due or accrued to Optionee for services rendered, (vi) provided that a public market for the Company's stock exists, through a "same day sale" commitment from the Optionee and a broker-dealer that is a member of the National Association of Securities Dealers (an "NASD" Dealer) whereby the Optionee irrevocably elects to exercise his Option and to sell a portion of the Shares so purchased to pay for the exercise price and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the exercise price directly to the Company, (vii) provided that a public market for the Company's stock exists, through a "margin" commitment from the Optionee and a NASD Dealer whereby the Optionee irrevocably elects to exercise this Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the exercise price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the exercise price directly to the Company, or (viii) any combination of (i), (ii), (iii), (iv), (v), (vi), or (vii) above. Except as provided in Section 5 hereof, the Option may not be exercised at any time unless the Optionee shall have been continuously, from the date hereof to the date of such termination the exercise of employmentthe Option, but in any event not later than a Service Provider to the date on which the Option terminates under this AgreementCompany. In such event, The holder of the Option shall be exercisable not have any of the rights of a shareholder with respect to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination covered by the Grantee without consent Option as to any Shares of the Company), the Option shall be exercisable Common Stock not actually issued and delivered to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this AgreementOptionee.

Term of Option. The option To the extent vested, and except as otherwise provided in this Agreement, the Option shall terminate (insert term) be exercisable for ten years from the date of this Agreement. Nevertheless, but shall be subject to this Option may earlier termination vest or may earlier terminate as provided herein or set forth in the Plan. applicable paragraphs below: (a) In the event that of a termination of Optionee’s service to the GranteeCompany or its subsidiaries (whether as a director, officer, employee or consultant, as the case may be) due to the death or disability of Optionee, then Optionee’s employment is terminated for Cause or legal representative may thereafter exercise the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this AgreementOption, to the extent then vested, until the earlier of (i) 90 days after the death or disability of Optionee, as applicable, or (2) the expiration of the Option set forth in the first sentence of this Section 4. The unvested portion of the Option will terminate upon Optionee’s death or disability. (b) In the event of a termination of Optionee’s service to the Company or its subsidiaries (whether as a director, officer, employee or consultant, as the case may be) due to “cause” (including a voluntary departure by Optionee under circumstances constituting “cause”), then the entire Option, regardless of whether any portion thereof is then vested (including any portion of the Option that may have vested in connection with a Sale Transaction), will thereupon immediately terminate and be null and void without any further action required on the part of the Company. (c) In the event of a termination of Optionee’s service to the Company or its subsidiaries (whether as a director, officer, employee or consultant, as the case may be) under circumstances not theretofore exercised, shall automatically involving or constituting “cause,” then the unvested portion of the Option will thereupon terminate but that portion of the Option that is vested as of the date of termination of the Grantee’s employment. If the Grantee ceases service will continue to be employed by exercisable until the Company for expiration of the Option set forth in the first sentence of this Section 4. (d) For purposes of this Agreement, the following events or circumstances will constitute “cause”: (i) Optionee willfully destroys any reason other than death, disability, termination for Cause, or voluntary termination by the Grantee without the consent property of the Company, the Option may be exercised at ; (ii) Optionee commits any time within three (3) months after the date the Grantee ceases to be an employee, but in any event not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has vested and is in effect at the date act of such cessation of employment. In the event of termination of employment due to disability of the Grantee dishonesty (as determined by the Company’s Board of Directors in its reasonable discretion) with respect to the Company or its business; (iii) Optionee uses or divulges, in violation of the written policies applicable to Optionee or in violation of a written agreement to which Optionee is bound, any confidential information of the Company (including confidential information of subsidiaries); (iv) Optionee engages in any conduct that is or could be materially detrimental to the Compensation and Stock Option Committee Company, its business or its reputation, including violation of written policies or refusal to abide by the repeated directives of the Company, as determined by the case may beCompany’s Board of Directors in its reasonable discretion; (v) Optionee is indicted or convicted of a serious misdemeanor or felony; or (vi) Optionee uses alcohol or drugs in a manner such that the Company, and its business or it reputation, is or could be jeopardized, as determined by the Company’s Board of Directors in its reasonable discretion. In addition, if Optionee or its controlled entity that is a consultant to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such termination of employment, but in any event not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder Company has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of a written consulting agreement with the Company or within three one of its subsidiaries, and such consulting agreement contains a definition of “cause” (3or similar such term or concept) months after that is broader that the termination of employment above, then such additional and broader events or circumstances defining “cause” (other than termination for Cause, disability or voluntary termination similar such term or concept) are incorporated herein by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this Agreementreference.

Term of Option. The option This Option shall terminate (insert term) ten years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, the death or voluntary termination by the Grantee without the consent Disability of the CompanyEmployee or termination of the Employee's employment for "cause" (as defined in the Plan), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter except as set forth below. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employment. If the Employee ceases to be an employee of the Company or of an Affiliate but continues after termination of employment to provide service to the Company or an Affiliate as a consultant, this Option shall continue to vest in accordance with Section 3 above as if this Option had not terminated until the Employee is no longer providing services to the Company. In such case, this Option shall automatically convert and be deemed a Non-Qualified Option as of the date that is three months from termination of the Employee's employment and this Option shall continue on the same terms and conditions set forth herein until such Employee is no longer providing service to the Company or an Affiliate. Notwithstanding the foregoing, in the event of the Employee's Disability or death within three months after the termination of employment, the Employee or the Employee's Survivors may exercise the Option within one year after the date of the Employee's termination of employment, but in no event after the date of expiration of the term of the Option. In the event the Employee's employment is terminated by the Employee's employer for "cause" (as defined in the Plan), the Employee's right to exercise any unexercised portion of termination of employment due to disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for "cause," and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee's termination as determined by an employee, but prior to 3 the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee's termination, the Employee engaged in conduct which would constitute "cause," then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Employee's termination of employmentemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable exercisable: (a) to the extent that the right to purchase the Shares hereunder Option has vested on become exercisable but has not been exercised as of the date of such cessation Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of employmenta pro rata portion through the date of Disability of any additional vesting rights that would have accrued on the next vesting date had the Employee not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of Disability. In the event of the death of the Grantee Employee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company)an Affiliate, the Option shall be exercisable to by the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, Employee's Survivors within one (1) year after the date of death of the GranteeEmployee or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but in any event has not later than been exercised as of the date on which of death; and (y) in the event rights to exercise the Option terminates under this Agreementaccrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Employee not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Employee's date of death.

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. . (a) If the Grantee ceases to be employed by the Company Participant retires and qualifies for any reason other than death, disability, termination for Cause, Normal Retirement (which means obtaining age 65 or voluntary termination by the Grantee without the consent later with at least five (5) years of the Company, the Option may be exercised at any time within three (3continuous service) months after the date the Grantee and ceases to be an employee, but in director or consultant of the Company or of an Affiliate may exercise any event not later than option granted to him or her to the extent that the right to purchase shares has vested on the date of such termination of service at any time within five (5) years of termination of service. (b) A participant who retires and qualifies for a Special Service Retirement (which means obtaining age 65 or later with at least ten (10) years of continuous service or age 60 with at least fifteen (15) years of continuous service) and ceases to be an employee or director of the Company or an Affiliate and who has been granted an Option which has vested on the date of termination of service may exercise said Option anytime within five (5) years of termination of service and those Options which have been granted and not vested will continue to vest over the remaining unvested term and upon full vesting will be exercisable by the Participant at any time over five (5) years from the date of termination of service. (c) If the Participant does not qualify for Normal Retirement or Special Service Retirement and ceases to be an employee, director or consultant of the Company or of an Affiliate, the option may be exercised within ninety (90) days after the date the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, but may not be exercised thereafter. (d) Notwithstanding anything stated herein no grant of a prior Option shall exceed beyond ten (10) years from the date of the Option terminates under Agreement original grant. In the event the Participant's employment, directorship or consultancy is terminated for "cause" (as defined in the Plan), the Participant's right to exercise any unexercised portion of this AgreementOption shall cease forthwith, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant's termination as an employee, director or consultant but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant's termination, the Participant engaged in conduct which would constitute "cause", then the Participant shall forthwith cease to have any right to exercise the Option. In the event of Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable any time within five (5) years after the date that the Participant became Disabled. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has vested and is in effect at the date of such cessation of employment. In the event of termination of employment due to disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1exercisable: a) year after the date of such termination of employment, but in any event not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date the Participant becomes Disabled and is in effect as of such cessation the date of employmentDisability; and b) in the event rights to exercise the Option accrue periodically and the Participant becomes Disabled prior to the end of the particular year the Option shall be prorated to the day of disability. The proration shall be based upon the number of days of the accrual period during which the participant was not Disabled. In the event of the death of the Grantee Participant while an employee employee, consultant or director of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company)an Affiliate, the Option shall be exercisable exercisable: x) to the extent exercisable vested but not exercised as of the date of death and death, and y) in such event, the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have vested had the Participant not died during that year may be exercised by the Participant's Survivors. The proration shall be based upon the number of days during the accrual period prior to the Participant's death. The Option under (x) and (y) herein must be exercised, if at all, within one five (15) year years after the date of death of the GranteeParticipant or, but in any event not later than if earlier, within the date on which originally prescribed term of the Option terminates under this AgreementOption.

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, the death or voluntary termination by the Grantee without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “Cause” (as defined below)), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employment. Notwithstanding the foregoing, in the event of the Employee’s Disability or death within three (3) months after the termination of employment, the Employee or the Employee’s Survivors may exercise the Option within one (1) year after the date of the Employee’s termination of employment, but in no event after the date of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for Cause, the Employee’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination of employment due as an employee, but prior to disability the exercise of the Grantee (as determined by Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute Cause, then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Employee’s termination of employmentemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three exercisable: (3a) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have accrued had the Employee not become Disabled prior to the end of the accrual period which next ends following the date of Disability. The proration shall be based upon the number of days during the accrual period prior to the date of Disability. In the event of the death and in such eventof the Employee while an employee of the Company or of an Affiliate, the Option must shall be exercised, if at all, exercisable by the Employee’s Survivors within one (1) year after the date of death of the GranteeEmployee or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent exercisable but in any event not later than exercised as of the date on which of death; and (y) in the event rights to exercise the Option terminates under this Agreementaccrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have accrued had the Employee not died prior to the end of the accrual period which next ends following the date of death. The proration shall be based upon the number of days during the accrual period prior to the Employee’s death.

Term of Option. The option This Option shall terminate (insert term) ten years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, the death or voluntary termination by the Grantee without the consent Disability of the CompanyEmployee or termination of the Employee's employment for "cause"), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter except as set forth below. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employment. If the Employee ceases to be an employee of the Company or of an Affiliate but continues after termination of employment to provide service to the Company or an Affiliate as a consultant, this Option shall continue to vest in accordance with Section 3 above as if this Option had not terminated until the Employee is no longer providing services to the Company. In such case, this Option shall automatically convert and be deemed a Non-Qualified Option as of the date that is three months from termination of the Employee's employment and this Option shall continue on the same terms and conditions set forth herein until such Employee is no longer providing service to the Company or an Affiliate. Notwithstanding the foregoing, in the event of the Employee's Disability or death within three months after the termination of employment, the Employee or the Employee's Survivors may exercise the Option within one year after the date of the Employee's termination of employment, but in no event after the date of expiration of the term of the Option. In the event the Employee's employment is terminated by the Employee's employer for "cause", the Employee's right to exercise any unexercised portion of termination of employment due to disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for "cause," and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee's termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee's termination, the Employee engaged in conduct which would constitute "cause," then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Employee's termination of employmentemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable exercisable: (a) to the extent that the right to purchase the Shares hereunder Option has vested on become exercisable but has not been exercised as of the date of such cessation Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of employmenta pro rata portion through the date of Disability of any additional vesting rights that would have accrued on the next vesting date had the Employee not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of Disability. In the event of the death of the Grantee Employee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company)an Affiliate, the Option shall be exercisable to by the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, Employee's Survivors within one (1) year after the date of death of the GranteeEmployee or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but in any event has not later than been exercised as of the date on which of death; and (y) in the event rights to exercise the Option terminates under this Agreementaccrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Employee not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Employee's date of death.

Term of Option. The option To the extent vested, and except as otherwise provided in this Agreement, the Option shall terminate (insert term) be exercisable for a term of ten years from the date of this Agreement. Nevertheless, but shall be subject to this Option may earlier termination vest or may earlier terminate as provided herein or set forth in the Plan. applicable paragraphs below: (a) In the event that of a termination of Optionee’s service to the GranteeCompany or its subsidiaries due to the death or disability of Optionee, then Optionee’s employment is terminated for Cause or legal representative may thereafter exercise the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this AgreementOption, to the extent then vested, until the earlier of (i) 180 days after the death or disability of Optionee, as applicable, or (2) the expiration of the Option set forth in the first sentence of this Section 4. Any unvested portion of the Option will terminate immediately upon Optionee’s death or disability. (b) In the event of a termination of Optionee’s service to the Company or its subsidiaries prior to the expiration of the term of the Employment Agreement but under circumstances not theretofore exercisedinvolving or constituting “cause,” as defined in the Employment Agreement, shall automatically and not involving Optionee’s death or disability, then Optionee may thereafter exercise the Option, to the extent then vested, until the earlier of (i) 180 days after such termination of service, or (2) the expiration of the Option set forth in the first sentence of this Section 4. Any unvested portion of the Option will terminate immediately upon a termination of Optionee’s service in the manner described in this paragraph. (c) In the event of a termination of Optionee’s service to the Company or its subsidiaries upon the expiration of the term of the Employment Agreement, that portion of the Option that is vested as of the date of such termination will continue to be exercisable until the expiration of the Option set forth in the first sentence of this Section 4; provided, however, that Optionee understands that treatment of the Option under Section 422 of the Code as an “incentive stock option” will nonetheless require Optionee to have exercised the Option on or prior to 90 days after a termination of Optionee’s service in the Grantee’s employment. If the Grantee ceases to be employed by the Company for any reason other than death, disability, termination for Cause, or voluntary termination by the Grantee without the consent of the Company, the Option may be exercised at any time within three manner described in this paragraph. (3d) months after the date the Grantee ceases to be an employee, but in any event not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has vested and is in effect at the date of such cessation of employment. In the event of a termination of employment due Optionee’s service to disability of the Grantee (as determined by the Board of Directors of the Company or its subsidiaries, during the Compensation initial three-year term of employment under the Employment Agreement, due to “cause,” as such term is defined in the Employment Agreement, then the entire unexercised portion of the Option, regardless of whether any portion thereof is then vested (including any portion of the Option that may have vested in connection with a Sale Transaction), will thereupon immediately terminate and Stock Option Committee be null and void without any further action required on the part of the Company. For the avoidance of doubt, as the case may be, and as to the fact and date (1) if any portion of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after have vested and been exercised prior to the date of such termination of employment, but in any event not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of Optionee’s employment with the Company or within three its subsidiaries, for any reason, the Company shall not have any right to repurchase or otherwise reacquire the Shares from Optionee, and (32) months no termination for “cause” resulting in the termination and forfeiture of this Option may occur under this paragraph (d) at any time after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent expiration of the Company), the Option shall be exercisable to the extent exercisable but not exercised as initial three-year term of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this Employment Agreement.

Term of Option. The option Option shall terminate five (insert term5) years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, the death or voluntary termination by the Grantee without the consent Disability of the Employee or termination of the Employee’s employment for “cause” (as defined in the Plan and/or the Employee’s employment agreement with the Company, if any), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employment. Notwithstanding the foregoing, in the event of the Employee’s Disability or death within three months after the termination of employment, the Employee or the Employee’s Survivors may exercise the Option within one year after the date of the Employee’s termination of employment, but in no event after the date of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for “cause” (as defined in the Plan and/or the Employee’s employment agreement with the Company, if any), the Employee’s right to exercise any unexercised portion of termination of employment due to disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Employee’s termination of employmentemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable exercisable: (a) to the extent that the right to purchase the Shares hereunder Option has vested on become exercisable but has not been exercised as of the date of such cessation Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of employmenta pro rata portion through the date of Disability of any additional vesting rights that would have accrued on the next vesting date had the Employee not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of Disability. In the event of the death of the Grantee Employee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company)an Affiliate, the Option shall be exercisable to by the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, Employee’s Survivors within one (1) year after the date of death of the GranteeEmployee or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but in any event has not later than been exercised as of the date on which of death; and (y) in the event rights to exercise the Option terminates under this Agreementaccrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Employee not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Employee’s date of death.

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. . (a) If the Grantee ceases to be employed by the Company Participant retires and qualifies for any reason other than death, disability, termination for Cause, Normal Retirement (which means obtaining age 65 or voluntary termination by the Grantee without the consent later with at least five (5) years of the Company, the Option may be exercised at any time within three (3continuous service) months after the date the Grantee and ceases to be an employee, but in director or consultant of the Company or of an Affiliate may exercise any event not later than option granted to him or her to the extent that the right to purchase shares has vested on the date of such termination of service at any time within five (5) years of termination of service. (b) A participant who retires and qualifies for a Special Service Retirement (which means obtaining age 65 or later with at least ten (10) years of continuous service or age 60 with at least fifteen (15) years of continuous service) and ceases to be an employee or director of the Company or an Affiliate and who has been granted an Option which has vested on the date of termination of service may exercise said Option anytime within five (5) years of termination of service and those Options which have been granted and not vested will continue to vest over the remaining unvested term and upon full vesting will be exercisable by the Participant at any time over five (5) years from the date of vesting. (c) If the Participant does not qualify for Normal Retirement or Special Service Retirement and ceases to be an employee, director or consultant of the Company or of an Affiliate, the option may be exercised within ninety (90) days after the date the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, but may not be exercised thereafter. (d) Notwithstanding anything stated herein no grant of a prior Option shall exceed beyond ten (10) years from the date of the Option terminates under Agreement original grant. In the event the Participant's employment, directorship or consultancy is terminated for "cause" (as defined in the Plan), the Participant's right to exercise any unexercised portion of this AgreementOption shall cease forthwith, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant's termination as an employee, director or consultant but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant's termination, the Participant engaged in conduct which would constitute "cause", then the Participant shall forthwith cease to have any right to exercise the Option. In the event of Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable any time within five (5) years after the date that the Participant became Disabled. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has vested and is in effect at the date of such cessation of employment. In the event of termination of employment due to disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1exercisable: a) year after the date of such termination of employment, but in any event not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date the Participant becomes Disabled and is in effect as of such cessation the date of employmentDisability; and b) in the event rights to exercise the Option accrue periodically and the Participant becomes Disabled prior to the end of the particular year the Option shall be prorated to the day of disability. The proration shall be based upon the number of days of the accrual period during which the participant was not Disabled. In the event of the death of the Grantee Participant while an employee employee, consultant or director of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company)an Affiliate, the Option shall be exercisable exercisable: x) to the extent exercisable vested but not exercised as of the date of death and death, and y) in such event, the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have vested had the Participant not died during that year may be exercised by the Participant's Survivors. The proration shall be based upon the number of days during the accrual period prior to the Participant's death. The Option under (x) and (y) herein must be exercised, if at all, within one five (15) year years after the date of death of the GranteeParticipant or, but in any event not later than if earlier, within the date on which originally prescribed term of the Option terminates under this AgreementOption.

Term of Option. (a) The option Option shall terminate (insert term) have a term of five years from the Date of Grant and shall terminate at the expiration of that period (May 31, 2016), unless it is terminated at an earlier date pursuant to the provisions of this Agreement, but shall be subject to earlier termination as provided herein Agreement or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, . (b) The Option shall automatically terminate as upon the happening of the first of the following events: (i) The ninety-first day following the date the Grantee is no longer employed by, or providing service to, the Company and any Affiliate, if the termination is for any reason other than Disability, death or Cause. (ii) The first anniversary of the date of termination the Grantee is no longer employed by, or providing service to, the Company and any Affiliate on account of the Grantee’s employment. If death or Disability. (iii) The date on which the Grantee ceases to be employed by, or provide service to, the Company and any Affiliate for Cause. Notwithstanding the prior provisions of this Paragraph 3, if the Grantee engages in conduct that constitutes Cause at any time while the Grantee is employed by, or provides service to, the Company and any Affiliate or after the Grantee’s termination of employment or service, the Option shall immediately terminate, and the Grantee shall automatically forfeit all Shares underlying any exercised portion of the Option for which the Company has not yet delivered the Share certificates, upon refund by the Company for any reason other than death, disability, termination for Cause, or voluntary termination of the Exercise Price paid by the Grantee without the consent for such Shares. Upon any exercise of the CompanyOption, the Company may withhold delivery of Share certificates pending resolution of an inquiry that could lead to a finding resulting in forfeiture. (iv) The date of cancellation, termination, or expiration of the Option pursuant to action taken by the Compensation Committee in accordance with Sections 13 or 16 of the Plan. Notwithstanding the foregoing, in no event may the Option be exercised at any time within three (3) months after the date that is immediately before the fifth anniversary of the Date of Grant. Any portion of the Option that is not exercisable at the time the Grantee ceases to be an employeeemployed by, but in any event not later than the date on which the Option terminates under this Agreement. In such eventor provide service to, the Option Company and any Affiliate shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has vested and is in effect at the date of such cessation of employment. In the event of termination of employment due to disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such termination of employment, but in any event not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this Agreementimmediately terminate.

Term of Option. The option This Option shall terminate (insert term) ten years from the date of this Agreement or, if this Option is designated in the Stock Option Grant Notice as an ISO and the Participant owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee ceases to be employed by the Company for any reason other than death, disability, termination for Cause, or voluntary termination by the Grantee without the consent of the Company, the Option may be exercised at any time within three (3) months after the date the Grantee Participant ceases to be an employee, but in director or Consultant of the Company or of an Affiliate for any event not later reason other than the date on which death or Disability of the Participant, or termination of the Participant for Cause, the Option terminates under this Agreementmay be exercised, if it has not previously terminated, within three months after the date the Participant ceases to provide service to the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth below. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employmentservice. If this Option is designated in the Stock Option Grant Notice as an ISO and the Participant ceases to be an employee of the Company or of an Affiliate but continues after termination of employment to provide service to the Company or an Affiliate as a director or Consultant, this Option shall continue to vest in accordance with Section 3 above as if this Option had not terminated until the Participant is no longer providing services to the Company. In such case, this Option shall automatically convert and be deemed a Non-Qualified Option as of the date that is three months from termination of the Participant’s employment and this Option shall continue on the same terms and conditions set forth herein until such Participant is no longer providing service to the Company or an Affiliate. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the termination of service, the Option may be exercised (i) by the Participant within one year of the Participant’s termination of service due to Disability; and (ii) by Participant’s Survivors within eighteen (18) months after the date of the Participant’s termination of service due to death, but in neither case may the Option be exercised after the date of expiration of the term of the Option. In the event the Participant’s service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of termination of employment due to disability this Option shall cease immediately as of the Grantee (as determined by time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Participant, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Participant’s termination of employmentservice or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder Option has vested on become exercisable but has not been exercised as of the date of such cessation of employmentDisability. In the event of the death of the Grantee Participant while an employee employee, director or Consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within three eighteen (318) months after the termination date of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent death of the Company)Participant or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable to the extent that the Option has become exercisable but has not been exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this Agreementdeath.

Term of Option. The option Option shall terminate on ten (insert term10) years from the date of this Agreementhereof (i.e., xxxxxxxxx, xx, 20__), but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee ceases to be employed by perform services as an employee for the Company for any reason other than death, disability, termination of services as an employee for "Cause, " (as defined in the Plan) or voluntary termination by the Grantee without the consent of the Companyservices as a employee, the Option may be exercised at any time within three ninety (390) months days after the date the Grantee ceases to be provide services as an employeeemployee to the Company, or within Ten (10) years from the date hereof, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has vested accrued and is in effect at the date of such cessation of employmentservices as an employee. In the event the Grantee's services as an employee are terminated by the Company for "Cause" (as defined in the Plan), or voluntarily by the Grantee, the Grantee's right to exercise any unexercised portion of this Option shall cease forthwith, and this Option shall thereupon terminate. In the event of termination of employment due to disability Disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such termination Disability or, if earlier, within the originally prescribed term of employment, but in any event not later than the date on which the Option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested accrued on the date the Grantee becomes Disabled and is in effect as of such cessation of employmentdetermination date. In the event of the death of the Grantee while performing services as an employee of to the Company or within three thirty (330) months days after the termination of employment services as an employee (other than termination for Cause, disability cause or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one three (13) year months after the date of death of the GranteeGrantee or, but in any event not later than if earlier, within the date on which originally prescribed term of the Option terminates under this AgreementOption.

Term of Option. The option term of the Option shall terminate (insert term) years from commence on the date of this AgreementGrant Date and all rights to purchase Shares hereunder shall cease at 11:59 p.m. on the Expiration Date set forth on the Signature Page, but shall be subject to earlier termination as provided herein or in the PlanPlan and this Agreement. In Except as may otherwise be provided in the Plan or this Agreement, the Option granted hereunder may be cumulative and exercised as follows: (a) Subject to the terms and conditions of the Plan and this Agreement, the Option shall become vested and exercisable on the dates set forth on the Signature Page, provided that the Optionee remains continually employed by the Company throughout such period and the performance condition(s) (if any) set forth on the Signature Page are satisfied, as further detailed on the Signature Page; provided further, that, unless sooner terminated, the Option shall expire on the Expiration Date and must be exercised, if at all, on or before the Expiration Date or its earlier termination. If the Optionee dies while employed by the Company or a parent or subsidiary of the Company (or within the period of extended exercisability otherwise provided herein), or if the Optionee's employment terminates by reason of Disability, the Option will become fully vested and exercisable (notwithstanding any terms of the Option providing for delayed exercisability) and may be exercised by the Optionee, by the legal representative of the Optionee's estate, or by the legatee under the Optionee's will at any time until the Expiration Date set forth on the Signature Page. The Vesting Schedule for the Option is set forth on the Signature Page. (b) For the purpose of this Agreement, the Optionee shall be deemed to be an eligible employee of the Company for so long as the Optionee is employed by the Company or a parent or subsidiary of the Company. Accordingly, the Option shall be fully exercisable in accordance with this Section 3, provided the Optionee continues to be an employee of the Company or a parent or subsidiary thereof throughout the term of the Option, to such extent that the Shares are vested. (c) Unless otherwise determined by the Committee at or after the date of grant, in the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the CompanyOptionee terminates (other than by reason of death, Disability, Retirement, or for Cause), the Options granted under this AgreementOption, to such extent that it is vested, may be exercised for a period of 90 days from the date of such termination or until the Expiration Date set forth on the Signature Page, whichever period is shorter, and the Option to the extent that it is unvested shall terminate on the date that the Optionee's employment terminates. If the Optionee's employment terminates by reason of Retirement, the Option may thereafter be exercised, to the extent it is vested at the time of such Retirement, at any time until the Expiration Date set forth on the Signature Page, and the Option to the extent that it is unvested shall terminate on the date that the Optionee's employment terminates. If the Optionee's employment terminates for Cause, the Option, to the extent not theretofore exercised, shall automatically terminate as of on the date of termination of employment regardless of its vested status. (d) The Option Price of the Grantee’s employment. If Shares as to which the Grantee ceases to Option shall be employed exercised, together will all withholding tax obligations that arise upon exercise, shall be paid in full at the time of exercise (i) in cash or by certified check or by bank draft; (ii) if the Committee in its sole discretion permits, by the delivery of unrestricted shares of Common Stock which shall have an aggregate Fair Market Value determined in accordance with the Plan equal to the Option Price, including for this purpose shares otherwise issuable upon exercise of the Option; (iii) by cancellation of indebtedness of the Company to the Optionee; (iv) by waiver of compensation due or accrued to the Optionee for any reason other than deathservices rendered; (v) provided that a public market for the Common Stock exists, disabilitythrough a "same day sale" commitment from the Optionee and a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby the Optionee irrevocably elects to exercise his Option and to sell a portion of the Shares so purchased to pay for the Option Price and whereby the FINRA Dealer irrevocably commits to forward the Option Price directly to the Company in exchange for receipt of such Shares; (vi) provided that a public market for the Common Stock exists, termination through a "margin" commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and pledge the Shares so purchased to the FINRA Dealer in a margin account as security for Causea loan from the FINRA Dealer in the amount of the Option Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the Option Price directly to the Company, or voluntary termination by (vii) any combination of the Grantee without preceding. Except as provided in Section 3 or Section 5 hereof, the consent Option may not be exercised at any time unless the Optionee shall have been continuously, from the Grant Date to the date of the exercise of the Option, an employee of the Company or a parent or subsidiary of the Company. Additionally, notwithstanding anything in this Agreement to the contrary, the Option may be exercised at any given time within three (3) months after the date the Grantee ceases only as to be an employee, but in any event not later than the date on which those Shares covered by the Option terminates under this Agreementwhich have “vested” at such time, as set forth on the Vesting Schedule. In such event, The holder of the Option shall be exercisable only not have any of the rights of a shareholder with respect to Shares covered by the Option until such time, if ever, as such Shares of Common Stock are actually issued and delivered to the extent that the right to purchase Shares under this Agreement and the Plan has vested and is in effect at the date of such cessation of employment. In the event of termination of employment due to disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such termination of employment, but in any event not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this AgreementOptionee.

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. 2 If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, the death or voluntary termination by the Grantee without the consent Disability of the CompanyEmployee or termination of the Employee's employment for "cause" (as defined in the Plan)), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employment. Notwithstanding the foregoing, in the event of the Employee's Disability or death within three (3) months after the termination of employment, the Employee or the Employee's Survivors may exercise the Option within one (1) year after the date of the Employee's termination of employment, but in no event after the date of expiration of the term of the Option. In the event the Employee's employment is terminated by the Employee's employer for "cause" (as defined in the Plan), the Employee's right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee's termination of employment due as an employee, but prior to disability the exercise of the Grantee (as determined by Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee's termination, the Employee engaged in conduct which would constitute "cause," then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Employee's termination of employmentemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three exercisable: (3a) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to To the extent exercisable but not exercised as of the date of Disability; and (b) In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have accrued had the Employee not become Disabled prior to the end of the accrual period which next ends following the date of Disability. The proration shall be based upon the number of days during the accrual period prior to the date of Disability. In the event of the death and in such eventof the Employee while an employee of the Company or of an Affiliate, the Option must shall be exercised, if at all, exercisable by the Employee's Survivors within one (1) year after the date of death of the GranteeEmployee or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) To the extent exercisable but in any event not later than exercised as of the date on which of death; and (y) In the event rights to exercise the Option terminates under this Agreementaccrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have accrued had the Employee not died prior to the end of the accrual period which next ends following the date of death. The proration shall be based upon the number of days during the accrual period prior to the Employee's death.

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee ceases to be employed by the Company or by any Subsidiary (as defined in the Plan) of the Company for any reason other than death, disability, termination for Cause, cause or voluntary termination by the Grantee without the consent of the CompanyCompany or Subsidiary, as the case may be, the Option may be exercised at any time within three thirty (330) months days after the date the Grantee ceases to be an employee, or within ten (10) years from the granting of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has vested accrued and is in effect at the date of such cessation of employment. In the event the Grantee's employment is terminated by the Company or Subsidiary, as the case may be, for "cause" (as defined in the Plan), or voluntarily by the Grantee without the consent of termination the Company or Subsidiary, the Grantee's right to exercise any unexercised portion of employment due this Option shall cease forthwith, and this Option shall thereupon terminate. In the event of retirement of the Grantee, the Option shall be exercisable within twelve (12) months after the date of retirement or, if earlier, within the originally prescribed term of the Option. In the event of retirement, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date of retirement. In the event of disability of the Grantee ([as determined by the Board of Directors of the Company or the Compensation and 1998 Stock Option Incentive Plan Committee (the "Committee") of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that the Committee, as the case may be, in writing)], the Option shall be exercisable within one twelve (112) year months after the date of such termination of employmentdisability or, but in any event not later than if earlier, the date on which the Option terminates under term originally prescribed by this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested accrued on the date the Grantee becomes disabled and is in effect as of such cessation of employmentdetermination date. In the event of the death of the Grantee while an employee of the Company or Subsidiary, as the case may be, or within three (3) months thirty days after the termination of employment (other than termination for Cause, disability cause or voluntary termination by the Grantee without consent of the CompanyCompany or Subsidiary), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the GranteeGrantee or, but in any event not later than if earlier, within the date on which originally prescribed term of the Option terminates under this AgreementOption.

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreementthe Option grant or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of the Option grant, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, death or voluntary Disability or termination by the Grantee without Employee’s employer for “cause” as defined in the consent of the CompanyPlan), the Option may be exercised at any time within three ninety (390) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and or the Plan has vested accrued and is in effect at the date of such cessation of employment. In the event of the Employee’s employment is terminated by the Company or an Affiliate for “cause” (as defined in the Plan), the Employee’s right to exercise any unexercised portion the Option shall cease forthwith, and the Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination of employment due as an employee, but prior to disability the exercise of the Grantee (as determined by Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall forthwith cease to have any right to exercise the Option, and Stock the Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such termination of employmentDisability or, but in any event not later than if earlier, the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable exercisable: (a) to the extent that the right to purchase the Shares hereunder has vested accrued on the date the Employee becomes Disabled and is in effect as of such cessation the date of employmentDisability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights as would have accrued had the Employee not become Disabled prior to the end of the particular year. The proration shall be based upon the number of days of the accrual period during which the Employee was not Disabled. In the event of the death of the Grantee Employee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company)an Affiliate, the Option shall be become fully exercisable to the extent exercisable but not exercised as of the date of the death of the Employee and in such event, may be exercisable by the Option must be exercised, if at all, Employee’s Survivors within one (1) year after the date of death of the GranteeEmployee or, but in any event not later than if earlier, within the date on which originally prescribed term of the Option terminates under this AgreementOption.

Term of Option. (a) The option Option shall terminate (insert term) have a term of [ ] years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this AgreementAgreement or the Plan. (b) Unless a later termination date is provided for in a Company-sponsored plan, but shall be subject policy or arrangement, or any agreement to earlier termination which the Company is a party (as provided herein or in Section 5(f)(v) of the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company), the Options granted under this Agreement, to the extent not theretofore exercised, Option shall automatically terminate as upon the happening of the date of termination first of the Grantee’s employment. If following events: (i) The expiration of the ninety (90) day period after the Grantee ceases to be employed by by, or provide service to, the Company Employer, if the termination is for any reason other than deathDisability (as defined in the Plan), disability, termination for Cause, death or voluntary termination by Misconduct (as defined in the Grantee without the consent Plan). (ii) The expiration of the Company, the Option may be exercised at any time within three one (31) months year period after the date the Grantee ceases to be an employeeemployed by, but or provide service to, the Employer on account of the Grantee’s Disability. (iii) The expiration of the one (1) year period after the Grantee ceases to be employed by, or provide service to, the Employer, if the Grantee dies (x) while employed by, or providing service to, the Employer or (y) within ninety (90) days after the Grantee ceases to be so employed or provide such services on account of a termination described in any event not later than subparagraph (i) above. (iv) The expiration of the thirty (30) day period after the date on which the Option terminates under this AgreementGrantee ceases to be employed by, or provide service to, the Employer on account of a termination by the Employer for Misconduct. In such eventaddition, notwithstanding the prior provisions of this Paragraph 3, if the Company determines that the Grantee has engaged in conduct that constitutes Misconduct at any time while the Grantee is employed by, or providing service to, the Employer or after the Grantee’s termination of employment or service, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has vested and is in effect at the date of such cessation of employment. In the event of termination of employment due to disability terminate as of the Grantee thirtieth (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (130th) year day after the date of such termination of employment, but in any event not later than the date on which such Misconduct first occurred. Notwithstanding the foregoing, in no event may the Option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death that is immediately before the [ ] anniversary of the Grantee, but in any event not later than the date on which Date of Xxxxx. Any portion of the Option terminates under this Agreementthat is not exercisable at the time the Grantee ceases to be employed by, or provide service to, the Employer shall immediately terminate.

Term of Option. The option Option shall terminate (insert term) years from the date of this Agreementexpire on _____________, but shall be subject to unless earlier termination terminated as provided herein or in the Plan. In Except as provided in the following provisions of this section, in the event that the Grantee’s 's employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent by reason of the Grantee's death, disability (as determined by the Company), or Normal Retirement (as defined in the Plan), the Options granted under this AgreementOption, to the extent not theretofore exercisedit was exercisable at the time of termination, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee ceases to be employed by the Company for any reason other than death, disability, termination for Cause, or voluntary termination by the Grantee without the consent of the Company, the Option may be exercised at any time within three (3) months after the date the Grantee ceases to be an employee, but in any event not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has vested and is in effect at the date a period of such cessation of employment. In the event of termination of employment due to disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of termination or the expiration of the stated term of the Option, whichever is shorter; provided, however, that if the Grantee's employment is terminated by reason of disability or Normal Retirement and the Grantee dies within such termination specified period, then the Option, to the extent it was exercisable at the time of employmentdeath, but in any event not later than may be exercised for a period of one year from the date on which of death or the Option terminates under this Agreementexpiration of the stated term of the Option, whichever is shorter. In such eventthe event that the Grantee's employment is terminated other than by reason of death, disability or Normal Retirement, the Option shall thereupon automatically terminate, except that (i) if the termination occurs as a result of the Grantee's voluntary resignation, the Option, to the it was extent exercisable at the time of termination, shall be exercisable for a period of thirty (30) days from termination or the expiration of the stated term of the Option, whichever is shorter, and (ii) if the Grantee's employment is involuntarily terminated without Cause (as defined in the Plan), the Option may be exercised, to the extent that the right to purchase the Shares hereunder has vested it was exercisable on the date of such cessation termination, for a period of employment. In six months or until the event expiration of the death stated term of the Grantee while an employee of the Company or within three (3) months after the termination of employment (other than termination for CauseOption, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this Agreementwhichever is shorter.

Term of Option. The option shall terminate (insert term) years from To the date of extent vested, and except as otherwise provided in this Agreement, but the Option shall be subject to exercisable until May 31, 2030. Nevertheless, this Option may earlier termination vest or may earlier terminate as provided herein or set forth in the Plan. applicable paragraphs below: (a) In the event that of a termination of Optionee’s service to the GranteeCompany or its subsidiaries (whether as a director, officer, employee or consultant, as the case may be) due to the death or disability of Optionee, then Optionee’s employment is terminated for Cause or legal representative may thereafter exercise the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this AgreementOption, to the extent then vested, until the earlier of (i) 90 days after the death or disability of Optionee, as applicable, or (2) the expiration of the Option set forth in the first sentence of this Section 4. The unvested portion of the Option will terminate upon Optionee’s death or disability. (b) In the event of a termination of Optionee’s service to the Company or its subsidiaries (whether as a director, officer, employee or consultant, as the case may be) due to “cause” (including a voluntary departure by Optionee under circumstances constituting “cause”), then the entire Option, regardless of whether any portion thereof is then vested (including any portion of the Option that may have vested in connection with a Sale Transaction), will thereupon immediately terminate and be null and void without any further action required on the part of the Company. (c) In the event of a termination of Optionee’s service to the Company or its subsidiaries (whether as a director, officer, employee or consultant, as the case may be) under circumstances not theretofore exercised, shall automatically involving or constituting “cause,” then the unvested portion of the Option will thereupon terminate but that portion of the Option that is vested as of the date of termination of the Grantee’s employment. If the Grantee ceases service will continue to be employed by exercisable until the Company for any reason other than deathearlier of (i) 90 days after the termination of Optionee, disability, termination for Causeas applicable, or voluntary termination by (2) expiration of the Grantee without Option set forth in the consent first sentence of this Section 4, subject, however, to the provisions of Section 11. (d) For purposes of this Agreement, the following events or circumstances will constitute “cause”: (i) Optionee willfully destroys any property of the Company, the Option may be exercised at ; (ii) Optionee commits any time within three (3) months after the date the Grantee ceases to be an employee, but in any event not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has vested and is in effect at the date act of such cessation of employment. In the event of termination of employment due to disability of the Grantee dishonesty (as determined by the Company’s Board of Directors in its reasonable discretion) with respect to the Company or its business; (iii) Optionee uses or divulges, in violation of the written policies applicable to Optionee or in violation of a written agreement to which Optionee is bound, any confidential information of the Company (including confidential information of subsidiaries); (iv) Optionee engages in any conduct that is or could be materially detrimental to the Compensation and Stock Option Committee Company, its business or its reputation, including violation of written policies or refusal to abide by the repeated directives of the Company, as the case may be, and as to the fact and date of which the Grantee is notified determined by the Company’s Board of Directors in its reasonable discretion; (v) Optionee is indicted or convicted of a serious misdemeanor or felony; or (vi) Optionee uses alcohol or drugs in a manner such that Committeethe Company, its business or it reputation, is or could be jeopardized, as determined by the case may be, Company’s Board of Directors in writing), the Option shall be exercisable within one (1) year after the date of such termination of employment, but in any event not later than the date on which the Option terminates under this Agreementits reasonable discretion. In such eventaddition, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder if Optionee has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of a written employment agreement with the Company or within three one of its subsidiaries, and such employment agreement contains a definition of “cause” (3or similar such term or concept) months after that is broader that the termination of employment above, then such additional and broader events or circumstances defining “cause” (other than termination for Cause, disability or voluntary termination similar such term or concept) are incorporated herein by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this Agreementreference.

Term of Option. (a) The option Option shall terminate (insert term) have a term of 10 years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement, but shall be subject to earlier termination as provided herein Agreement or in the Inducement Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, events: (b) The Option shall automatically terminate as upon the happening of the first of the following (i) The 91st day following the date the Grantee is no longer employed by, or providing service to, the Company and any Affiliate, if the termination is for any reason other than Disability, death or Cause. (ii) The 1st anniversary of the date of termination the Grantee is no longer employed by, or providing service to, the Company and any Affiliate on account of the Grantee’s employment. If death or Disability. (iii) The date on which the Grantee ceases to be employed by, or provide service to, the Company and any Affiliate for Cause. Notwithstanding the prior provisions of this Paragraph 4, if the Grantee engages in conduct that constitutes Cause at any time while the Grantee is employed by, or provides service to, the Company and any Affiliate or after the Grantee’s termination of employment or service, the Option shall immediately terminate, and the Grantee shall automatically forfeit all Shares underlying any exercised portion of the Option for which the Company has not yet delivered the Share certificates, upon refund by the Company for any reason other than death, disability, termination for Cause, or voluntary termination of the Exercise Price paid by the Grantee without for such Shares. Upon any exercise of the consent Option, the Company may withhold delivery of Share certificates pending resolution of an inquiry that could lead to a finding resulting in forfeiture. (iv) The date of cancellation, termination, or expiration of the Option pursuant to action taken by the Compensation Committee in accordance with Sections 13, 16 or 17 of the Inducement Plan. Notwithstanding the foregoing, in no event may the Option be exercised after the date that is immediately before the 10th anniversary of the Date of Grant; provided however, in the event that on the last business day of the term of the Option (i) the exercise of the Option is prohibited by applicable law or (ii) Shares may not be purchased or sold by the Grantee due to the “black-out period” of a Company policy or a “lock- up” agreement undertaken in connection with an issuance of securities by the Company, the term of the Option may shall be exercised extended for a period of 30 days following the end of the legal prohibition, black-out period or lock-up agreement. Any portion of the Option that is not exercisable at any the time within three (3) months after the date the Grantee ceases to be an employeeemployed by, but in any event not later than the date on which the Option terminates under this Agreement. In such eventor provide service to, the Option Company and any Affiliate shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has vested and is in effect at the date of such cessation of employment. In the event of termination of employment due to disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such termination of employment, but in any event not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this Agreementimmediately terminate.

Term of Option. The option (a) This Option shall terminate ten (insert term10) years from the date Grant Date of this AgreementOption, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. . (b) If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, death or voluntary Disability or termination by the Grantee without the consent of the CompanyEmployee's employer for cause), the then this Option may be exercised at any time (subject to the provisions herein and in the Plan regarding exercise of the Option) but only within three six (36) months and one (1) day after the date on which the Grantee Employee ceases to be an employee, but in any event or within ten (10) years from the granting of this Option, whichever is earlier, and may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the this Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has vested and hereunder is in effect at the date of such cessation of employment. The provisions of this Subsection (b), and not the provisions of Subsection (c) and (d) below, shall apply to the Employee if the Employee subsequently becomes Disabled or dies after the Employee's termination of employment; however, in the case of the Employee's death which occurs within the six (6) months and one (1) day following the termination of employment, the Employee's Survivors may exercise this Option within six (6) months after the date of the Employee's death, but in no event beyond the originally prescribed term hereof. (c) In the event of termination of employment due to disability the Disability of the Grantee Employee (as determined by the Board of Directors of the Company or the Compensation and 1987 Stock Option Plan Committee of the Company, as the case may be, and as to the fact and date of which the Grantee Employee is notified by the Board or that Committee, as the case may be, Committee in writing), the this Option shall be exercisable within one (1) year after the date of such termination of employmentDisability or, but in any event not later than if earlier, the date on which the Option terminates under term originally prescribed by this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. . (d) In the event of the death of the Grantee Employee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Causean Affiliate, disability or voluntary termination this Option may be exercised only by the Grantee without consent Employee's legal representatives and/or any person or persons who acquired the Employee's rights to this Option by will or by the laws of descent and distribution. The Company shall use reasonable efforts to notify the Company)Employee's legal representative, the Option shall be exercisable if known, or his or her next of kin or other persons likely to the extent exercisable but not exercised as of know his or her legal representative, promptly after the date of death and of the existence of this Option. Any failure by the Company to give such notice will not extend the period of time during which this Option may be exercised or otherwise entitle the holder to any greater rights than stated in such event, this Agreement or in the Plan. This Option must be exercised, if at all, within one (1) year after the date of death of the GranteeEmployee, but or, if earlier, within the originally prescribed term of this Option. (e) In the event the Employee's employment is terminated by the Employee's employer for "cause" (as defined in the Plan), the Employee's right to exercise any event not later than the date on which the unexercised portion of this Option terminates under shall cease forthwith, and this AgreementOption shall thereupon terminate.

Term of Option. The option shall terminate (insert term) years from the date of this Agreement, but shall be subject Subject to earlier termination as provided herein in paragraphs 5 and 6 hereof, the term of the Option, and any limitations on number of shares or time periods that it may be exercised are as follows: The Option shall expire at 5:00 p.m. (Central Time) on January 3, 2011 (the “Expiration Date”). The Option shall vest as follows: the right to purchase 144,444 shares shall vest on the Grant Date, the right to purchase 144,443 shares shall vest on the first anniversary of the Grant Date, and the right to purchase 144,443 shares shall vest on the second anniversary of the Grant Date, provided, however, that in the Plan. In the event that the Granteeof a termination of Optionee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee ceases to be employed an officer (and specifically as Chief Executive Officer) by the Company for any reason other than deathcause, disabilityas defined by applicable law, any unvested portion of the Option shall immediately vest. The Option shall not terminate or lapse as a result of a termination of Optionee’s employment by the Company for Causeany reason other than cause, but shall continue to be exercisable by the Optionee on the terms set forth herein until the Expiration Date. Unless otherwise stated above, the Options may be exercised, prior to expiration or termination, at any time or from time to time, as to any part or all of the shares covered thereby; provided, however, that the Option may not be exercised as to less than 100 shares at any one time (or the remaining shares then purchasable under the Option, if less than 100 shares). The purchase price of the shares as to which the Option shall be exercised shall be paid in full in cash, or voluntary termination by the Grantee without the consent delivery of other shares of Common Stock of the Company, at the time of exercise and as provided by the Plan. Except as provided in this paragraph 3 and in paragraphs 5 and 6 hereof, the Option may not be exercised at any time within three (3) months after unless the Optionee shall have been in the continuous employ of the Company and/or of one or more of its subsidiaries, from the date the Grantee ceases hereof to be an employee, but in any event not later than the date on which of the exercise of the Option. The holder of the Option terminates shall not have any of the rights of a shareholder with respect to the shares covered by the Option except to the extent that one or more certificates for such shares shall be delivered to him upon the due exercise of the Option. The Option may not be exercised unless at the date of exercise a registration statement on Form S-8 under this Agreement. In such eventthe Securities Act of 1933, as amended (the “Act”), relating to the shares covered by the Option shall be exercisable only to in effect, or if, in the extent that the right to purchase Shares under this Agreement and the Plan has vested and is in effect at the date opinion of such cessation of employment. In the event of termination of employment due to disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of counsel for the Company, as the case may be, exercise and as issuance of Common Stock would be exempt from registration requirements under the Act and under applicable securities laws. The Company is under no obligation to register the fact and date of which the Grantee is notified shares covered by the Board or that Committee, as Option under the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such termination of employment, but in any event not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this AgreementAct.

Term of Option. The option (a) This Option shall terminate ten (insert term10) years and one (1) month from the date Grant Date of this AgreementOption, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. . (b) If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, death or voluntary Disability or termination by the Grantee without the consent of the CompanyEmployee's employer for cause), the then this Option may be exercised at any time (subject to the provisions herein and in the Plan regarding exercise of the Option) but only within three six (36) months and one (1) day after the date on which the Grantee Employee ceases to be an employee, but or within ten (10) years from the granting of this Option, whichever is earlier, and may not be exercised thereafter. Immediately upon the Employee's ceasing to be an employee as aforesaid, this Option shall cease to be exercisable by the Employee as to those Shares, if any, which if purchased immediately following such termination would be subject to the Company's Purchase Option. The provisions of this Subsection (b), and not the provisions of Subsection (c) and (d) below, shall apply to the Employee if the Employee subsequently becomes Disabled or dies after the Employee's termination of employment; however, in any event not later than the date on case of the Employee's death which occurs within the Option terminates under this Agreement. In such eventsix (6) months and one (1) day following the termination of employment, the Employee's Survivors may exercise this Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has vested and is in effect at within six (6) months after the date of such cessation of employment. the Employee's death, but in no event beyond the originally prescribed term hereof. (c) In the event of termination of employment due to disability the Disability of the Grantee Employee (as determined by the Board of Directors of the Company or the Compensation and 1987 Stock Option Plan Committee of the Company, as the case may be, and as to the fact and date of which the Grantee Employee is notified by the Board or that Committee, as the case may be, Committee in writing), the this Option shall be exercisable within one (1) year after the date of such termination of employmentDisability or, but in any event not later than if earlier, the date on which the Option terminates under term originally prescribed by this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. . (d) In the event of the death of the Grantee Employee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Causean Affiliate, disability or voluntary termination this Option may be exercised only by the Grantee without consent Employee's legal representatives and/or any person or persons who acquired the Employee's rights to this Option by will or by the laws of descent and distribution. The Company shall use reasonable efforts to notify the Company)Employee's legal representative, the Option shall be exercisable if known, or his or her next of kin or other persons likely to the extent exercisable but not exercised as of know his or her legal representative, promptly after the date of death and of the existence of this Option. Any failure by the Company to give such notice will not extend the period of time during which this Option may be exercised or otherwise entitle the holder to any greater rights than stated in such event, this Agreement or in the Plan. This Option must be exercised, if at all, within one (1) year after the date of death of the GranteeEmployee, but or, if earlier, within the originally prescribed term of this Option. (e) In the event the Employee's employment is terminated by the Employee's employer for "cause" (as defined in the Plan), the Employee's right to exercise any event not later than the date on which the unexercised portion of this Option terminates under shall cease forthwith, and this AgreementOption shall thereupon terminate.

Term of Option. The option shall terminate No portion of this Option may be exercised more than ten (insert term10) years from the date of this Agreement. Subject to Section 1.3.2 hereof, but in the event of Termination of Employment with respect to Optionee, this Option shall be subject cancelled as to any unvested Shares as provided in Section 1.3.1, and shall terminate and be cancelled with respect to any vested Shares on the earlier of (i) the expiration of the ten (10) year period set forth in the first sentence of this Section 1.4, or (ii) thirty (30) days after such Termination of Employment (or six (6) months in the case of such termination as provided herein a result of Optionee's disability or in the Plan. In the event that the Grantee’s employment death); provided, however, if Optionee's Termination of Employment is with Cause, this entire Option shall be cancelled and terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of such termination and shall no longer be exercisable as to any Shares, whether or not previously vested. For purposes of this Agreement, "Cause" shall mean (i) as such term is defined in the employment agreement between the Optionee and the Company and (ii) if no such employment agreement exists, any of the Grantee’s employment. If following acts or circumstances: (a) willful destruction by Optionee of Company property having a material value to the Grantee ceases Company; (b) fraud, embezzlement, theft, or comparable dishonest activity committed by Optionee (excluding acts involving a de minimis dollar value and not related to be employed by the Company for Company); (c) Optionee's conviction of or entering a plea of guilty or nolo contendere to any reason crime constituting a felony or any misdemeanor involving fraud, dishonesty or moral turpitude (excluding acts involving a de minimis dollar value and not related to the Company); (d) Optionee's breach, neglect, refusal, or failure to materially discharge Optionee's duties (other than death, disability, termination for Cause, due to physical or voluntary termination by mental illness) commensurate with Optionee's title and function or Optionee's failure to comply with the Grantee without lawful directions of the consent Board of Directors or the Chief Executive Officer of the Company, the Option may be exercised at any time within three (3) months after the date the Grantee ceases to be an employee, but in any event such case that is not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan cured within fifteen (15) days after Optionee has vested and is in effect at the date of such cessation of employment. In the event of termination of employment due to disability of the Grantee (as determined by received written notice thereof from the Board of Directors of the Company or the Compensation and Stock Option Committee Chief Executive Officer of the Company, as the case may be, ; or (e) a willful and as knowing material misrepresentation to the fact and date Board of which Directors or the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such termination of employment, but in any event not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent Chief Executive Officer of the Company), the Option shall be exercisable to the extent exercisable but not exercised as . For purposes of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this Agreement, "Good Reason" shall mean (i) the transfer of Optionee's principal place of employment to a geographic location more than 30 miles from the location of Optionee's current principal place of employment; or (ii) a reduction in Optionee's gross annual base compensation (excluding any year-end or other bonuses) except if such reduction is pursuant to an agreement with the Optionee in consideration of an additional award of options.

Term of Option. The option Option shall terminate (insert term) have a term of seven years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement, but shall be subject to earlier termination as provided herein Agreement or in the Plan. In The Option shall also automatically terminate upon the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent happening of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as first of the date of termination following events: The expiration of the Grantee’s employment. If 90-day period after the Grantee ceases to be employed by by, or provide service to, the Company Employer, if the termination is for any reason other than death, "total disability, termination for Cause, ," death or voluntary termination by the Grantee without the consent "cause." The expiration of the Company, the Option may be exercised at any time within three (3) months one-year period after the date the Grantee ceases to be an employeeemployed by, but or provide service to, the Employer on account of the Grantee's "total disability." The expiration of the one-year period after the Grantee ceases to be employed by, or provide service to, the Employer, if the Grantee dies while employed by, or providing service to, the Employer or within 90 days after the Grantee ceases to be so employed or provide such services on account of a termination described in any event not later than the clause (i) above. The date on which the Option terminates under Grantee ceases to be employed by, or provide service to, the Employer for "cause." In addition, notwithstanding the prior provisions of this Agreement. In such eventParagraph 3, if the Grantee engages in conduct that constitutes "cause" after the Grantee's employment or service terminates, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement immediately terminate and the Plan has vested and is in effect at the date Grantee shall automatically forfeit all shares of such cessation of employment. In the event of termination of employment due to disability Company Stock underlying any exercised portion of the Grantee (as determined Option for which the Company has not yet delivered the share certificates, upon refund by the Board of Directors Company of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which exercise price paid by the Grantee is notified by for such shares. Notwithstanding the Board or that Committee, as the case may beforegoing, in writing), no event may the Option shall be exercisable within one (1) year exercised after the date that is immediately before the seventh anniversary of such termination the Date of employment, but in any event not later than the date on which Grant. Any portion of the Option terminates under this Agreement. In such eventthat is not exercisable at the time the Grantee ceases to be employed by, or provide service to, the Option shall be exercisable Employer (determined after giving effect to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company Paragraph 2(b) or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company2(c), the Option if applicable) shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this Agreementimmediately terminate.

Term of Option. The option shall terminate (insert term) years from the date of this Agreement, but Option granted hereunder shall be subject exercisable from time to earlier termination as provided herein time in whole or in part by the Plan. In Optionee by the event that giving of written notice of exercise to the Grantee’s employment is terminated for Cause Company, specifying the number of shares to be purchased, and by payment of the purchase price therefor by either (i) cash or certified or cashier's bank check to the Grantee voluntarily terminates employment without the consent order of the Company, or (ii) shares of stock of the Options granted under this AgreementCompany having a fair market value equal to the purchase price on the exercise date, subject, however, to the following restrictions: (a) The Option shall be exercisable within a five (5) year period beginning on the Granting Date. This option shall expire five (5) years after the Granting Date. To the extent that the Optionee does not theretofore exercised, shall automatically terminate as purchase part or all of the date shares of termination Common Stock to which he is entitled, this Option shall expire as to such unpurchased shares. (b) The Option shall be exercisable in the manner set forth above, during the lifetime of the Grantee’s employment. If Optionee only by him and may not be exercisable by him unless at the Grantee ceases to be employed by time of exercise he is a non-employee director of the Company for any reason other than deathand shall have been continuously a non-employee director since the Granting Date, disabilityor, termination for Cause, or voluntary termination by if the Grantee without Optionee's status as a non-employee director with the consent of the Company, the Option may be exercised at any time within three (3) months after the date the Grantee ceases to be an employee, but in any event not later than the date on which the Option terminates under this Agreement. In such event, Company shall have terminated the Option shall be exercisable only if exercised prior to the extent that the right to purchase Shares under this Agreement and the Plan has vested and is in effect at the date expiration of such cessation of employment. In the event of termination of employment due to disability of the Grantee thirty (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (130) year days after the date of such termination of employmentor prior to five (5) years after the Granting Date, but in any event not later than the date on which the Option terminates under this Agreement. In such event, the whichever shall first occur. (c) The Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of after the death of the Grantee while an Optionee only if the Optionee shall at the time of his death have been a non-employee director of the Company and shall have been continuously a non-employee director since the Granting Date, and then (i) only by or within three (3) months after on behalf of such person or persons to whom the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), Optionee's rights under the Option shall be exercisable have been passed by the Optionee's will or by the laws of descent and distribution, and (ii) only if said Option is exercised prior to the extent exercisable but not exercised as expiration of the date of death and in such event, the Option must be exercised, if at all, within one ninety (190) year days after the date of the Optionee's death of or prior to five (5) years after the GranteeGranting Date, but in any event not later than the date on which the Option terminates under this Agreementwhichever shall first occur.

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, the death or voluntary termination by the Grantee without the consent Disability of the Company, Employee or termination of the Employee’s employment for “cause” (as defined in the Plan) the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employment. Notwithstanding the foregoing, in the event of the Employee’s Disability or death within three (3) months after the termination of employment, the Employee or the Employee’s Survivors may exercise the Option within one (1) year after the date of the Employee’s termination of employment, but in no event after the date of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for “cause” (as defined in the Plan), the Employee’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination of employment due as an employee, but prior to disability the exercise of the Grantee (as determined by Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Employee’s termination of employmentemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three exercisable: (3a) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have accrued had the Employee not become Disabled prior to the end of the accrual period which next ends following the date of Disability. The proration shall be based upon the number of days during the accrual period prior to the date of Disability. In the event of the death and in such eventof the Employee while an employee of the Company or of an Affiliate, the Option must shall be exercised, if at all, exercisable by the Participant’s Survivors within one (1) year after the date of death of the GranteeEmployee or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent exercisable but in any event not later than exercised as of the date on which of death; and (y) in the event rights to exercise the Option terminates under this Agreementaccrue periodically, to the extent of a pro rata portion of any additional rights to exercise the Option as would have accrued had the Employee not died prior to the end of the accrual period which next ends following the date of death. The proration shall be based upon the number of days during the accrual period prior to the Employee’s death.

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Optionee ceases to be employed by an employee, director or consultant of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, the death or voluntary termination by the Grantee without the consent Disability of the CompanyOptionee or termination of the Optionee for "cause" as defined in the Plan), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months after the date the Grantee Optionee ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employment, consultancy or directorship. Notwithstanding the foregoing, in the event of the Optionee's death within three (3) months after the termination of employment, directorship or consultancy, the Optionee's legal representatives and/or any person or persons who acquired the Optionee's rights to the Option by will or by the laws of descent and distribution may exercise the Option within one (1) year after the date of the Optionee's death, but in no event after the date of expiration of the term of the Option. In the event the Optionee's employment, directorship or consultancy is terminated by the Company for "cause" as defined in the Plan, the Optionee's right to exercise any unexercised portion of this Option shall cease forthwith, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Optionee's termination of employment due as an employee, director or consultant but prior to disability the exercise of the Grantee (as determined by Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Optionee's termination, the Optionee engaged in conduct which would constitute "cause," then the Optionee shall forthwith cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Optionee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such termination of employmentDisability or, but in any event not later than if earlier, the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three exercisable: (3a) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion of any additional rights as would have accrued had the Optionee not become Disabled prior to the end of the accrual period which next ends following the date of Disability. The proration shall be based upon the number of days of the accrual period prior to the date of Disability. In the event of the death and in of the Optionee while an employee, consultant or director of the Company or of an Affiliate, the Option shall be exercisable by the Optionee's Survivors. In such event, the Option must be exercised, if at all, within one (1) year after the date of death of the GranteeOptionee or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent exercisable but in any event not later than exercised as of the date on which of death; and (y) in the event rights to exercise the Option terminates under this Agreementaccrue periodically, to the extent of a pro rata portion of any additional rights as would have accrued had the Optionee not died prior to the end of the accrual period which next ends following the date of death. The proration shall be based upon the number of days during the accrual period prior to the Optionee's death.

Term of Option. The option This Option shall terminate (insert term) years from on the date of this AgreementOption Expiration Date as specified in the Recapitalization Exchange Option Grant Notice, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employmentherein. If the Grantee Participant ceases to be employed by an Employee, director or Consultant of the Company or of an Affiliate for any reason other than death, disability, termination for Causethe death or Disability of the Participant, or voluntary termination by the Grantee without the consent of the CompanyParticipant for Cause (the “Termination Date”), the Option to the extent then vested and exercisable pursuant to Section 4 hereof as of the Termination Date, and not previously terminated in accordance with this Agreement, may be exercised at any time within three (3) months after the date Termination Date, or on or prior to the Grantee Option Expiration Date as specified in the Recapitalization Exchange Option Grant Notice, whichever is earlier, but may not be exercised thereafter except as set forth below. In such event, the unvested portion of the Option shall not be exercisable and shall expire and be cancelled on the Termination Date. If this Option is designated in the Recapitalization Exchange Option Grant Notice as an ISO and the Participant ceases to be an employeeEmployee of the Company or of an Affiliate but continues after termination of employment to provide service to the Company or an Affiliate as a director or Consultant, this Option shall continue to vest in accordance with Section 4 above as if this Option had not terminated until the Participant is no longer providing services to the Company. In such case, this Option shall automatically convert and be deemed a Non-Qualified Option as of the date that is three months from termination of the Participant's employment and this Option shall continue on the same terms and conditions set forth herein until such Participant is no longer providing service to the Company or an Affiliate. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Date, the Participant or the Participant’s Survivors may exercise the Option within one year after the Termination Date, but in any no event not later than the date on which after the Option terminates under Expiration Date as specified in the Recapitalization Exchange Option Grant Notice. In the event the Participant’s service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this AgreementOption even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to the Option Expiration Date as specified in the Recapitalization Exchange Option Grant Notice. In such event, the Option shall be exercisable only exercisable: (a) to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested and is in effect at become exercisable but has not been exercised as of the date of such cessation the Participant’s termination of employmentservice due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of termination of employment due to disability the death of the Grantee (as determined by the Board of Directors Participant while an Employee, director or Consultant of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one (1) year after the date of such termination death of employmentthe Participant or, but in any event not later than the date if earlier, on which or prior to the Option terminates under this AgreementExpiration Date as specified in the Recapitalization Exchange Option Grant Notice. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this Agreement.exercisable:

Term of Option. (a) The option Option shall terminate (insert term) have a term of ten years from the Date of Grant and shall terminate on the tenth anniversary of the Date of Grant, unless it is terminated at an earlier date pursuant to the provisions of this Agreement, but shall be subject to earlier termination as provided herein Agreement or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, . (b) The Option shall automatically terminate as upon the happening of the date of termination first of the Grantee’s employment. If following events, unless otherwise agreed by the Committee by resolution passed prior to or contemporaneously with the grant of the Option: (i) The expiration of the 90-day period after the Grantee ceases to be employed by the Employer, if the Grantee’s employment is terminated due to any reason other than Disability (as defined below), death, Retirement (as defined below) or Cause (as defined below). In the event such employment termination results from a termination by the Employer without Cause (other than a termination due to Disability, death or Retirement), then, during such 90-day period, if the Grantee executes a written release (in a form acceptable to the Company) of any and all claims against the Employer and all related parties with respect to all matters arising out of the Grantee’s employment and termination of employment with the Employer and such related parties, and such release is or becomes irrevocable under applicable law during such 90-day period, then the Option (to the extent unvested) shall continue to vest and become exercisable in accordance with the schedule set forth in Paragraph 2 above during such 90-day period. For the avoidance of doubt, if the Grantee continues to vest in the Option during such 90-day period, but the Option would not otherwise vest under the schedule set forth in Paragraph 2 above during such time, no vesting shall occur. (ii) The expiration of the three-year period after the Grantee ceases to be employed by the Employer, if the Grantee’s employment is terminated on account of the Grantee’s Disability. Upon such employment termination, the Option (to the extent unvested) shall continue to vest and become exercisable in accordance with the schedule set forth in Paragraph 2 above during such three-year period. For purposes of this Agreement, the term “Disability” shall be determined in accordance with the Employer’s long-term disability plan then in effect. Notwithstanding the foregoing, if Grantee is a party to an employment agreement with the Company, the Employer or any Subsidiary that contains a definition of “disability,” such definition shall apply to Grantee for purposes of this Agreement. (iii) The expiration of the three-year period after the Grantee ceases to be employed by the Employer, if the Grantee’s employment is terminated due to his or her death while employed by the Employer. Upon such employment termination, the Option shall continue to vest and become exercisable in accordance with the schedule set forth in Paragraph 2 above during such three-year period. (iv) The expiration of the term described in Paragraph 3(a) if the Grantee’s employment is terminated on account of the Grantee’s Retirement (as defined below). Upon such employment termination, the Option shall continue to vest and become exercisable in accordance with the schedule set forth in Paragraph 2 above during such term. For purposes of this Agreement, a Grantee shall be considered to meet the requirements of “Retirement” if: (1) The Grantee’s termination of employment is voluntary and is not a termination by the Employer without Cause, and the Grantee (A) has provided the Employer with at least 120 days’ prior written notice of the proposed termination date, (B) has entered into a separation agreement with the Employer that contains confidentiality, non-competition, non-solicitation, non-disparagement and invention assignment provisions, and (C) is aged 55 or above as of the Grantee’s employment termination date and, as of such employment termination date, (i) the Grantee has provided the Employer and its affiliates with at least five years of continued service and (ii) the sum of the Grantee’s age and his or her aggregate years of service with the Employer and its affiliates is equal to or greater than 65; or (2) The Grantee’s termination of employment is involuntary and made by the Employer without Cause, and the Grantee (A) pursuant to the request of the Employer, has entered into a separation agreement with the Employer that contains confidentiality, non-competition, non-solicitation and non-disparagement provisions, and (B) is aged 55 or above as of the Grantee’s employment termination date and, as of such employment termination date, (i) the Grantee has provided the Employer and its affiliates with at least five years of continued service and (ii) the sum of the Grantee’s age and his or her aggregate years of service with the Employer and its affiliates is equal to or greater than 65. (v) The date on which the Grantee’s employment is terminated by the Employer for Cause. In addition, upon such employment termination, the Grantee shall automatically forfeit all Shares underlying any exercised portion of an Option for which the Company has not yet delivered the Share certificates, upon refund by the Company to the Grantee of the exercise price paid by the Grantee for such Shares. Notwithstanding the prior provisions of this Paragraph 3, if, after the termination of Grantee’s employment with the Employer, the Committee (or its designee) determines that the Grantee has (i) engaged in conduct which would reasonably be expected to constitute Cause hereunder, or (ii) breached any restrictive covenant by which the Grantee is bound (whether under this Agreement or otherwise), then in each case, 100% of the Option shall immediately terminate and be forfeited. For purposes of this Agreement, the term “Cause” shall mean the Grantee’s dishonesty, malfeasance, misfeasance, fraud, insubordination, willful misconduct, commission of a criminal offense or refusal or failure to perform services (for any reason other than deathDisability or physical or mental incapacity), disabilityin each case, termination for Cause, or voluntary termination as determined by the Committee in its sole discretion. Notwithstanding the foregoing, if Grantee without the consent of is a party to an employment agreement with the Company, the Option may be exercised at Employer or any time within three (3) months after the date the Subsidiary that contains a definition of “cause,” such definition shall apply to Grantee ceases to be an employee, but in any event not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has vested and is in effect at the date for purposes of such cessation of employment. In the event of termination of employment due to disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such termination of employment, but in any event not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this Agreement.

Term of Option. (a) The option Option shall terminate (insert term) have a term of ten years from the Date of Grant and shall terminate on the tenth anniversary of the Date of Grant, unless it is terminated at an earlier date pursuant to the provisions of this Agreement, but shall be subject to earlier termination as provided herein Agreement or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, . (b) The Option shall automatically terminate as upon the happening of the date of termination first of the Grantee’s employment. If following events: (i) The expiration of the 30-day period after the Grantee ceases to be employed by the Company Employer, if the termination is for any reason other than Disability (as defined below), death, disability, termination for Cause, Retirement (as defined below) or voluntary termination Cause (as defined below). If the Grantee’s employment is involuntarily terminated by the Employer without Cause and if the Grantee without the consent of executes and does not revoke a written release, in a form acceptable to the Company, of any and all claims against the Employer and all related parties with respect to all matters arising out of the Grantee’s employment with the Employer, and the termination thereof (the “Release”), then the Option may be exercised at any time within three shall continue to become exercisable in accordance with Paragraph 2 above during the 30-day period set forth in this clause (3i). (ii) months The expiration of the three-year period after the date the Grantee ceases to be employed by the Employer on account of the Grantee’s Disability, and the Option shall continue to become exercisable in accordance with Paragraph 2 above during such three-year period. For purposes of this Agreement, the term “Disability” shall mean the Grantee’s inability to render services to the Employer for a period of six consecutive months by reason of permanent disability, as determined by the written medical opinion of an employeeindependent medical physician reasonably acceptable to the Employer. In no event shall the Grantee be considered Disabled for purposes of this Agreement unless the Grantee is deemed disabled pursuant to the Employer’s long-term disability plan, but if one is maintained by the Employer at the time of the claimed disability. (iii) The expiration of the three-year period after the Grantee ceases to be employed by the Employer, if the Grantee dies while employed by the Employer, and the Option shall continue to become exercisable in any event not later accordance with Paragraph 2 above during such three-year period. (iv) The expiration of the three-year period after the Grantee ceases to be employed by the Employer on account of the Grantee’s Retirement, and the Option shall continue to become exercisable in accordance with Paragraph 2 above during such three-year period. For purposes of this Agreement, a Grantee shall be considered to meet the requirements of “Retirement” if: (1) The Grantee’s termination of employment is voluntary and without Cause and the Grantee (A) has provided the Employer with at least 120 days prior written notice of the termination date, (B) has entered into a separation agreement with the Employer that contains confidentiality, non-competition, non-solicitation, non-disparagement and invention assignment provisions, and (C) is age 55 or above with at least five years of service at the Grantee’s termination date and the sum of the Grantee’s age and years of service at the termination date is equal to or greater than 65; or (2) The Grantee’s termination of employment is involuntary without Cause and the Grantee (A) pursuant to the request of the Employer, has entered into a separation agreement with the Employer that contains confidentiality, non-competition, non-solicitation and non-disparagement provisions, and (B) is age 55 or above with at least five years of service at the Grantee’s termination date and the sum of the Grantee’s age and years of service at the termination date is equal to or greater than 65. (v) The date on which the Option terminates under this AgreementGrantee ceases to be employed by the Employer for Cause. In addition, upon a termination for Cause, the Grantee shall automatically forfeit all Shares underlying any exercised portion of an Option for which the Company has not yet delivered the Share certificates, upon refund by the Company to the Grantee of the exercise price paid by the Grantee for such eventShares. Notwithstanding the prior provisions of this Paragraph 3, if the Grantee engages in conduct that constitutes Cause with respect to the Employer after the Grantee’s employment terminates, the Option shall be exercisable only immediately terminate. For purposes of this Agreement, the term “Cause” shall mean the Grantee’s dishonesty, fraud, insubordination, willful misconduct or refusal to the extent that the right attempt to purchase Shares under this Agreement and the Plan has vested and is in effect at the date of such cessation of employment. In the event of termination of employment due to disability of the Grantee perform services (for any reason other than illness or incapacity), as determined by the Board of Directors Committee in its sole discretion. Notwithstanding the foregoing, in no event may the Option be exercised on or after the tenth anniversary of the Company or the Compensation and Stock Option Committee Date of Grant. Any portion of the Company, as Option that is not exercisable at the case may betime the Grantee ceases to be employed by the Employer, and that will not subsequently become exercisable as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, provided in writingsubparagraph 3(b)(i), (ii), (iii) or (iv) above, shall immediately terminate. The portion of the Option that is exercisable or will become exercisable under subparagraph 3(b)(i), (ii), (iii) or (iv) after the Executive’s termination of employment shall be determined as of the Executive’s termination date based on the vesting schedule in Paragraph 2 (without regard to any Change of Control that could occur after termination of employment), and the remainder of the Option shall terminate and cease to be exercisable within one (1) year after the date of such termination of employment, but in any event not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised outstanding as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this AgreementExecutive’s termination date.

Term of Option. The option Unless earlier terminated pursuant to the other provisions herein, the Option hereby granted shall terminate (insert term) years from at the close of business on the date referred to on Schedule A (the “Expiration Date”). (a) In addition, at the close of this Agreementbusiness on the date the Optionee’s employment with the Company or any Subsidiary terminates for any reason whatsoever (other than by reason of death, but Disability (as defined below) or Retirement (as defined below)), the Option shall be subject terminate as to earlier termination that number of shares of Stock as provided herein or in to which the Plan. In Option is not vested on that date. (b) If the event that the GranteeOptionee’s employment is terminated for Cause or Cause, the Grantee voluntarily terminates employment without the consent unexercised portion of the Company, Option (whether or not vested) will terminate immediately upon the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of Optionee’s termination of the Grantee’s employment. . (c) If the Grantee ceases to be employed by Optionee’s employment with the Company or any Subsidiary terminates for any reason other than Cause, death, disabilityDisability or Retirement, termination for Cause, or voluntary termination by the Grantee without the consent of the Company, then the Option may be exercised to the extent vested on the date of the Optionee’s termination of employment at any time within prior to the earlier of the Expiration Date and three (3) months after the date of the Grantee ceases to be an employeeOptionee’s termination of employment, but in and any event not later than the date on which part of the Option which is not so exercised within such period shall thereupon terminate. (d) If the Optionee’s employment with the Company or any Subsidiary terminates under this Agreement. In such eventby reason of his or her death or Disability, then the vesting of the Option shall accelerate such that the Option may be exercisable only exercised, as to the extent entire number of whole shares of Stock that are covered by the right to purchase Shares under this Agreement and the Plan has vested and is in effect at Option on the date of such cessation of employment. In the event of termination of employment due Optionee’s death or Disability, at any time prior to disability the earlier of the Grantee Expiration Date and twelve (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (112) year months after the date of the Optionee’s death or Disability, and any part of the Option which is not so exercised within such period shall thereupon terminate. (e) If the Optionee’s employment with the Company or any Subsidiary terminates by reason of his or her Retirement, then the vesting of the Option shall accelerate such that the Option may be exercised, as to the entire number of whole shares of Stock that are covered by the Option on the date of the Optionee’s termination of employment, but in at any event not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable time prior to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event earlier of the death of the Grantee while an employee of the Company or within three Expiration Date and twenty-four (324) months after the date of the Optionee’s Retirement, and any part of the Option which is not so exercised within such period shall thereupon terminate. (f) For all purposes of this Agreement, the Optionee’s employment with the Company or any Subsidiary shall terminate at the time when the employment relationship between the Optionee and the Company or any Subsidiary is terminated for any reason, which time shall be conclusively determined by the Committee. No termination of employment shall be deemed to occur (other than i) when there is a simultaneous reemployment of the Optionee by the Company or any Subsidiary, (ii) at the discretion of the Committee, when a leave of absence has been granted by the Company, and (iii) at the discretion of the Committee, when the termination is followed by the simultaneous establishment of a consulting relationship by the Company or a Subsidiary with the Optionee. The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to termination of employment, including, but not by way of limitation, the question of whether a termination of employment resulted from a discharge for Cause. (g) For purposes of this Agreement, disability “Disability” shall mean “disability” as defined in any employment agreement between the Optionee and the Company or voluntary termination by the Grantee without consent of any Subsidiary, or if not defined therein or if there is no such agreement, as defined in the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this Agreement’s long-term disability plan.

Term of Option. The option This Option shall terminate (insert term) ten years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, the death or voluntary termination by the Grantee without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “Cause” (as defined in the Plan)), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter except as set forth below. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employment. If the Employee ceases to be an employee of the Company or of an Affiliate but continues after termination of employment to provide service to the Company or an Affiliate as a consultant, this Option shall continue to vest in accordance with Section 3 above as if this Option had not terminated until the Employee is no longer providing services to the Company. In such case, this Option shall automatically convert and be deemed a Non-Qualified Option as of the date that is three months from termination of the Employee's employment and this Option shall continue on the same terms and conditions set forth herein until such Employee is no longer providing service to the Company or an Affiliate. Notwithstanding the foregoing, in the event of the Employee’s Disability or death within three months after the termination of employment, the Employee or the Employee’s Survivors may exercise the Option within one year after the date of the Employee’s termination of employment, but in no event after the date of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for “Cause” (as defined in the Plan), the Employee’s right to exercise any unexercised portion of termination of employment due to disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for “Cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “Cause,” then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Employee’s termination of employmentemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable exercisable: (a) to the extent that the right to purchase the Shares hereunder Option has vested on become exercisable but has not been exercised as of the date of such cessation Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of employmenta pro rata portion through the date of Disability of any additional vesting rights that would have accrued on the next vesting date had the Employee not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of Disability. In the event of the death of the Grantee Employee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company)an Affiliate, the Option shall be exercisable to by the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, Employee’s Survivors within one (1) year after the date of death of the GranteeEmployee or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable: (x) to the extent that the Option has become exercisable but in any event has not later than been exercised as of the date on which of death; and (y) in the event rights to exercise the Option terminates under this Agreementaccrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Employee not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Employee’s date of death.

Term of Option. The option This Option shall terminate (insert term) on the Option Expiration Date as specified in the Stock Option Grant Notice and, if this Option is designated in the Stock Option Grant Notice as an ISO and the Participant owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, such date may not be more than five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Participant ceases to be employed by an Employee, director or Consultant of the Company or of an Affiliate for any reason other than death, disability, termination for Causethe death or Disability of the Participant, or voluntary termination by the Grantee without the consent of the CompanyParticipant for Cause (the “Termination Date”), the Option to the extent then vested and exercisable pursuant to Section 3 hereof as of the Termination Date, and not previously terminated in accordance with this Agreement, may be exercised at any time within three (3) months after the date Termination Date, or on or prior to the Grantee Option Expiration Date as specified in the Stock Option Grant Notice, whichever is earlier, but may not be exercised thereafter except as set forth below. In such event, the unvested portion of the Option shall not be exercisable and shall expire and be cancelled on the Termination Date. If this Option is designated in the Stock Option Grant Notice as an ISO and the Participant ceases to be an employeeEmployee of the Company or of an Affiliate but continues after termination of employment to provide service to the Company or an Affiliate as a director or Consultant, this Option shall continue to vest in accordance with Section 3 above as if this Option had not terminated until the Participant is no longer providing services to the Company. In such case, this Option shall automatically convert and be deemed a Non-Qualified Option as of the date that is three months from termination of the Participant's employment and this Option shall continue on the same terms and conditions set forth herein until such Participant is no longer providing service to the Company or an Affiliate. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Date, the Participant or the Participant’s Survivors may exercise the Option within one year after the Termination Date, but in any no event not later than the date on which after the Option terminates under Expiration Date as specified in the Stock Option Grant Notice. In the event the Participant’s service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this AgreementOption even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to the Option Expiration Date as specified in the Stock Option Grant Notice. In such event, the Option shall be exercisable only exercisable: to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested and is in effect at become exercisable but has not been exercised as of the date of such cessation the Participant’s termination of employmentservice due to Disability; and in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of termination of employment due to disability the death of the Grantee (as determined by the Board of Directors Participant while an Employee, director or Consultant of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one (1) year after the date of such termination death of employmentthe Participant or, but in any event not later than the date if earlier, on which or prior to the Option terminates under this AgreementExpiration Date as specified in the Stock Option Grant Notice. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this Agreement.exercisable:

Term of Option. The option This Option shall terminate (insert term) on the Option Expiration Date as specified in the Stock Option Grant Notice and, if this Option is designated in the Stock Option Grant Notice as an ISO and the Participant owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, such date may not be more than five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Participant ceases to be employed by an Employee, director or Consultant of the Company or of an Affiliate for any reason other than death, disability, termination for Causethe death or Disability of the Participant, or voluntary termination by the Grantee without the consent of the CompanyParticipant for Cause (the “Termination Date”), the Option to the extent then vested and exercisable pursuant to Section 3 hereof as of the Termination Date, and not previously terminated in accordance with this Agreement, may be exercised at any time within three (3) months after the date Termination Date, or on or prior to the Grantee Option Expiration Date as specified in the Stock Option Grant Notice, whichever is earlier, but may not be exercised thereafter except as set forth below. In such event, the unvested portion of the Option shall not be exercisable and shall expire and be cancelled on the Termination Date. If this Option is designated in the Stock Option Grant Notice as an ISO and the Participant ceases to be an employeeEmployee of the Company or of an Affiliate but continues after termination of employment to provide service to the Company or an Affiliate as a director or Consultant, this Option shall continue to vest in accordance with Section 3 above as if this Option had not terminated until the Participant is no longer providing services to the Company. In such case, this Option shall automatically convert and be deemed a Non-Qualified Option as of the date that is three months from termination of the Participant's employment and this Option shall continue on the same terms and conditions set forth herein until such Participant is no longer providing service to the Company or an Affiliate. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Date, the Participant or the Participant’s Survivors may exercise the Option within one year after the Termination Date, but in any no event not later than the date on which after the Option terminates under Expiration Date as specified in the Stock Option Grant Notice. In the event the Participant’s service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this AgreementOption even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on or prior to the Option Expiration Date as specified in the Stock Option Grant Notice. In such event, the Option shall be exercisable only exercisable: (a) to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested and is in effect at become exercisable but has not been exercised as of the date of such cessation the Participant’s termination of employmentservice due to Disability; and (b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of termination of employment due to disability the death of the Grantee (as determined by the Board of Directors Participant while an Employee, director or Consultant of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one (1) year after the date of such termination death of employmentthe Participant or, but in any event not later than the date if earlier, on which or prior to the Option terminates under this AgreementExpiration Date as specified in the Stock Option Grant Notice. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this Agreement.exercisable:

Term of Option. The option Option shall terminate (insert term) years from the date of this Agreementon October 5, 2009, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employmentherein. If the Grantee ceases to be employed by the Company for any reason other than death, disability, termination of employment for "Cause, " (as defined in the Plan or in any employment agreement) or voluntary termination by the Grantee without the consent of the Companyemployment, the Option may be exercised at any time within three ninety (390) months days after the date the Grantee ceases to be an employeeemployee of the Company, or the originally prescribed terms of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has vested accrued and is in effect at the date of such cessation of employment. In the event the Grantee's employment is terminated by the Company for "Cause" (as defined in the Plan), or voluntarily by the Grantee, the Grantee's right to exercise any unexercised portion of termination this Option shall cease forthwith, and this Option shall thereupon terminate. In the event of employment due to disability Disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Plan Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such termination of employmentDisability or, but in any event not later than if earlier, the date on which the Option terminates under term originally prescribed by this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested accrued on the date the Grantee becomes Disabled and is in effect as of such cessation of employmentdetermination date. In the event of the death of the Grantee while an employee of the Company or within three thirty (330) months days after the termination of employment (other than termination for Cause, disability Cause or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the GranteeGrantee or, but in any event not later than if earlier, within the date on which originally prescribed term of the Option terminates under this AgreementOption.

Term of Option. The option shall terminate (insert term) years from Unless earlier terminated pursuant to the date Plan or the other provisions of this Agreement, but the Option shall be subject to earlier termination terminate at the close of business on the date specified on Schedule A as the Expiration Date (the “Expiration Date”). (a) Except as otherwise provided herein or in Section 7.2 of the Plan. In , upon the event that the GranteeOptionee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee ceases to be employed by service with the Company for any reason whatsoever, the then unvested portion of the Option shall immediately terminate without any compensation, payment or other than death, disability, termination consideration due. (b) If the Optionee’s service is terminated for Cause, or voluntary termination by the Grantee without the consent unexercised portion of the CompanyOption (whether or not vested) will terminate immediately upon the Optionee’s termination of service, without any compensation, payment or other consideration due. (c) Except as otherwise provided in Section 3(b) of this Agreement, if the Optionee’s service with the Company terminates for any reason other than Cause, death or Disability, then the Option may be exercised to the extent vested on the date of the Optionee’s termination of service at any time prior to the earlier of the Expiration Date and six (6) months after the date of the Optionee’s termination of service, and any part of the Option which is not exercised within such period shall terminate without any compensation, payment or other consideration due. Except as otherwise provided in Section 3(b) of this Agreement, if the Optionee’s service with the Company terminates by reason of his or her death or Disability, then the portion of the Option which is then vested may be exercised at any time within three prior to the earlier of the Expiration Date and twelve (312) months after the date the Grantee ceases to be an employeesuch termination of service, but in and any event not later than the date on which part of the Option terminates under which is not exercised within such period shall terminate without any compensation, payment or other consideration due. (d) For all purposes of this Agreement. In such event, the Option Optionee’s service with the Company shall terminate at the time when the service relationship between the Optionee and the Company is terminated for any reason, which time shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has vested and is in effect at the date of such cessation of employment. In the event of termination of employment due to disability of the Grantee (as conclusively determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee. The Committee, as in its absolute discretion, shall determine the case may beeffect of all matters and questions relating to termination of service, in writing)including, but not by way of limitation, the Option shall be exercisable within one (1) year after the date question of such whether a termination of employment, but in any event not later than the date on which the Option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three (3) months after the termination of employment (other than termination for service resulted from Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the Option terminates under this Agreement.

Term of Option. The option Option shall terminate (insert term) five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, disability, termination for Cause, the death or voluntary termination by the Grantee without the consent Disability of the CompanyEmployee or termination of the Employee's employment for "cause" (as defined in the Plan)), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the Option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan Option has vested become exercisable and is in effect at the date of such cessation of employment. Notwithstanding the foregoing, in the event of the Employee's Disability or death within three months after the termination of employment, the Employee or the Employee's Survivors may exercise the Option within one year after the date of the Employee's termination of employment, but in no event after the date of expiration of the term of the Option. In the event the Employee's employment is terminated by the Employee's employer for "cause" (as defined in the Plan), the Employee's right to exercise any unexercised portion of termination of employment due to disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for "cause," and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee's termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee's termination, the Employee engaged in conduct which would constitute "cause," then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such Employee's termination of employmentemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the Option terminates under this AgreementOption. In such event, the Option shall be exercisable exercisable: (a) to the extent that the right to purchase the Shares hereunder Option has vested on the date of such cessation of employment. In the event of the death of the Grantee while an employee of the Company or within three (3) months after the termination of employment (other than termination for Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent become exercisable but has not been exercised as of the date of death and Disability; and (b) in such event, the event rights to exercise the Option must be exercisedaccrue periodically, if at all, within one (1) year after to the extent of a pro rata portion through the date of death Disability of any additional vesting rights that would have accrued on the Grantee, but in any event next vesting date had the Employee not later than the date on which the Option terminates under this Agreement.become