Common use of Termination of Service Clause in Contracts

Termination of Service. (a) If, prior to the Expiration Date, the Participant’s Service with the Company shall terminate (the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier of the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as of the Date of Termination. (b) If the Participant’s Service with the Company shall cease prior to the Expiration Date by reason of death or disability, or the Participant shall die or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a), the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options to the extent that the Participant was entitled to exercise them on the date of death or disability. (c) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigation. (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Termination. (e) After the expiration of any exercise period described in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercised.

Termination of Service. (a) If, If prior to the Expiration Date, the Participant’s Service with the Company shall terminate (the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier of the Expiration Date or the day three (3) months days after such date of termination (the “Date of Termination Termination”) to the extent the Options were vested and exercisable as of the Date of Termination. (b) If the Participant’s Service with the Company shall cease prior to the Expiration Date by reason of death or disability, or the Participant shall die or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a), the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options to the extent that the Participant was entitled to exercise them on the date of death or disability. (c) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigation. (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Termination. (e) After the expiration of any exercise period described in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercised.

Termination of Service. If Participant’s Service is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) If, prior to Upon the Expiration Date, the termination of Participant’s Service with the Company, to the extent not theretofore exercised, the Option shall continue to be valid; provided, however, that: (i) If the Participant’s Service is terminated by dismissal by the Company other than for cause (as defined below), disability (as described in Section 22(e) of the Code) or death while providing Service to the Company and at a time when such Participant was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Participant or their legal representative of such Participant, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Participant, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of any or all of such number of Shares specified by the Committee in such Option; and (ii) If the Service of any Participant to whom such Option shall have been granted shall terminate by reason of the Participant's retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while such Participant is entitled to exercise such Option as herein provided, any unvested Option shall automatically vest and become exercisable as of the date of retirement, such Participant shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of any or all of such number of Shares as specified by the Committee in such Option, at any time up to one (1) year from the date of termination being of the “Date of Termination”) Optionee's Service by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier of the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as of the Date of Terminationretirement. (b) If the Participant’s Service with the Company shall cease prior to the Expiration Date by reason of death or disabilityParticipant voluntarily terminates Service, or the Participant shall die or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a), the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the rightright to exercise such Option that has vested, until to the earlier of the Expiration Date or one year after extent not theretofore exercised, at any time up to ninety (90) days from the date of death termination of the Optionee's Service, or disabilityif Participant is discharged for cause, any Option granted hereunder shall forthwith terminate with respect to exercise the Options to the extent that the Participant was entitled to exercise them on the date of death or disabilityany unexercised portion thereof. (c) IfIf any Option granted hereunder shall be exercised by Participant’s legal representative if Participant should die or become disabled, prior or by any person who acquired any Option granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Option. (d) For all purposes of the Expiration DatePlan, the Participant’s Service with the Company is terminated term "for “Cause” (cause" shall mean "cause" as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigation. (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Termination. (e) After the expiration of any exercise period described in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercised.

Termination of Service. (a) IfExcept as provided below, if the Grantee’s Service terminates for any reason prior to the Expiration Settlement Date, the Participant’s Service with the Company then all unvested PRSUs (or all unvested Actual PRSUs, as applicable) shall terminate (the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier of the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as of the Date of Terminationbe forfeited. (b) If the ParticipantGrantee’s Service with terminates due to Retirement at any time after 6 (six) months from the Company Grant Date but before the Settlement Date, then the Grantee shall cease prior continue to vest in all of the Grantee’s unvested PRSUs (or all unvested Actual PRSUs, as applicable) according to the Expiration Date by reason terms of death or disabilitythis Agreement as though the Grantee’s Service had not terminated. For clarity, or the Participant Grantee’s Actual PRSUs shall die or become disabled while entitled to exercise any be determined at the end of the Options pursuant to paragraph 3(a), the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options Performance Period according to the extent that Performance Schedule based on actual performance, and such Actual PRSUs shall be settled at the Participant was entitled to exercise them on the date of death or disabilitytime specified in Section 4 hereof. (c) IfIf the Grantee’s Service terminates due to a Change in Control Termination after the Grant Date but before the end of the Performance Period, prior to then on the Expiration Datedate of the Grantee’s termination or, if later, on the effective date of the Change in Control, the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, Actual PRSUs shall be vested and settled according to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the ParticipantSection 4 hereof. If the ParticipantGrantee’s Service relationship with terminates due to a Change in Control Termination after the Company is suspended pending an investigation end of whether the Participant shall be terminated for CausePerformance Period but before the Settlement Date, then on the date of the Grantee’s termination (or, if later, on the effective date of the Change in Control), all of the ParticipantGrantee’s rights with respect Actual PRSUs shall become immediately vested and settled according to the Options shall be suspended during the period of investigationSection 4 hereof. (d) IfIn the event of the Grantee’s death or if the Committee’s determines, in its sole discretion, that the Grantee has become Disabled, in each case, after the Grant Date and prior to the Expiration end of the Performance Period, then, upon the date of the Grantee’s death or the date the Committee determines the Grantee is Disabled (for purposes of this paragraph, the “determination date”), the following percentage of the Target Number of PRSUs shall become immediately vested, be considered Actual PRSUs and, regardless of the Grantee’s deferral election, be settled as soon as reasonably practicable by the Company issuing shares of Stock to the Grantee (or the Grantee’s designated beneficiary or estate executor in the event of the Grantee’s death): the sum of (i) the Actual PRSUs earned with respect to any completed calendar year in the Performance Period as of the determination date, plus (ii) 100% of the Target Number of PRSUs allocated to any calendar year in the Performance Period that has not yet been completed as of the determination date. In the event the Grantee dies or becomes Disabled (as determined by the Committee in its sole discretion) on or after the end of the Performance Period and prior to (or on) the Settlement Date, the ParticipantGrantee shall be entitled to receive shares of Stock underlying all vested Actual PRSUs, and regardless of the Grantee’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disabilitydeferral election, the OptionsCompany, as soon as reasonably practicable, shall issue the applicable number of shares of Stock to the extent then vested and exercisable as Grantee (or the Grantee’s designated beneficiary or estate executor in the event of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of TerminationGrantee’s death). (e) After If the expiration of any exercise period described Grantee’s employment is terminated due to a reason specified in any of Sections 3(a(b)-(d) - (d) hereofabove but, or otherwise upon the Expiration Dateafter such termination, the Options shall Committee determines that it would have had Cause to terminate together with the Grantee’s Service if all the relevant facts had been known to the Committee as of the Participantdate of the Grantee’s rights hereundertermination, to then all PRSUs and Actual PRSUs shall immediately be forfeited and cancelled, whether or not vested, as of the extent not previously exerciseddate of the Committee’s determination.

Termination of Service. (a) IfIn the event of the Participant's termination of service, the Option may be exercised only to the extent exercisable on the date of the Participant's Termination Date (unless the termination was for Cause), and the Option must be exercised, if at all, prior to the Expiration Date, the Participant’s Service with the Company shall terminate (the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier first to occur of the Expiration Date or following, whichever shall be applicable: (i) the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as close of the Date three-month period following the Termination Date; or (ii) the close of Terminationthe Option Period. (b) If the Participant’s Service with the Company shall cease prior to the Expiration Date by reason of death or disability, or the Participant shall die or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a), the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate service of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options to the extent that the Participant was entitled to exercise them on the date of death or disability. (c) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options Option shall lapse and no longer be suspended during the period of investigation. (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as of the Date Termination Date, as determined by the Administrator. For purposes of Terminationthis Agreement, "Cause" shall remain exercisable until mean the earlier Participant's termination of service resulting from the Participant's (i) termination for "cause" as defined under the Participant's employment, consulting or other agreement with the Corporation or an Affiliate, if any, or (ii) if the Participant has not entered into any such employment, consulting or other agreement (or if any such agreement does not address the effect of a "cause" termination), then the Participant's termination shall be for "Cause" if termination results due to the Participant's (A) dishonesty, (B) refusal to perform his duties for the Corporation or continued failure to perform his duties to the Corporation in a manner acceptable to the Corporation, as determined by the Administrator or its designee, (C) engaging in fraudulent conduct, or (D) engaging in any conduct that could be materially damaging to the Corporation without a reasonable good faith belief that such conduct was in the best interest of the Expiration Date or thirty (30) days Corporation. The determination of "Cause" shall be made by the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreement, the Participant's service shall be deemed to have terminated for Cause if, after the Date Participant's service has terminated, facts and circumstances indicate that, in the opinion of Termination. (e) After the expiration of any exercise period described in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration DateAdministrator, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercised's termination was for Cause.

Termination of Service. (a) IfIf the Director ceases to serve as a member of the Board of Directors of the Company and GGP by reason of death, prior to then, notwithstanding the Expiration Dateprovisions of Section 2 of this Agreement, the Participant’s Service with the Company shall terminate (5-year Option may thereafter be exercised for a period of one year from the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable such death or until the earlier expiration of the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as teen of the Date of Termination5-year Option, whichever period is shorter. (b) If the Participant’s Service with Director ceases to serve as a member of the Board of Directors of the Company shall cease prior to the Expiration Date and GGP by reason of death Retirement or disabilityDisability, or then, notwithstanding the Participant shall die or become disabled while entitled to exercise any provisions of the Options pursuant to paragraph 3(a)Section 2 of this Agreement, the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred 5-year Option may thereafter be exercised by the executor or administrator pursuant to will or the laws Director for a period of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after three years from the date of death such termination of employment or disabilityuntil the expiration of the term of the 5-year Option, whichever period is shorter; provided, however, that if the Director dies within such three-year period, any unexercised portion of such Option shall, notwithstanding the expiration of such three-year period, continue to exercise the Options be exercisable to the extent that to which it was exercisable at the Participant was entitled to exercise them on time of death for a period of one year from the date of such death or disabilityuntil the expiration of the stated term of such Option, whichever period is shorter. (c) IfIf the Director ceases to serve as a member of the Board of Directors of the Company and GGP for any reason other than death, prior Disability, Retirement or Cause (as hereinafter defined) then, notwithstanding the provisions of Section 2 of this Agreement, the 5-year Option may be exercised for the lesser of one year from the date the Director ceases to serve as a member of the Board of Directors of the Company and GGP or the balance of the term of the 5-year Option; provided, however, that if the Director dies within such one year period, any unexercised portion of such Option shall, notwithstanding the expiration of such one year period, continue to be exercisable to the Expiration Dateextent to which it was exercisable at the time of death for a period of one year from the date of such death or until the expiration of the stated term of such Option, whichever period is shorter. (d) In the event the Director ceases to serve as a member of the Board of Directors by reason of Cause, any unexercised portion of the 5-year Option shall expire immediately upon termination of the Director’s service as a member of the Board of Directors or, if earlier, upon the giving to the Director of notice of termination of such service. (e) For purposes of this Agreement, the Participant’s Service with the Company is terminated for term “Cause” shall mean, unless otherwise determined by the Committee (as defined in the 2010 Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as conviction of the Date Recipient for committing a felony under federal law or the law of Terminationthe state in which such action occurred, shall lapse and be canceled, and (ii) all shares dishonesty in the course of Common Stock received pursuant to an exercise fulfilling the Recipient’s employment duties or (iii) willful and deliberate failure on the part of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect Recipient to the Options shall be suspended during the period of investigation. (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death perform his or disability, the Options, to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Termination. (e) After the expiration of any exercise period described her employment duties in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercisedmaterial respect.

Termination of Service. If Optionee ceases to serve on the Board for any reason, with or without cause, other than death or retirement for age or disability, the Option may be exercised (ato the extent Optionee would have been entitled to do so at the date of such cessation of service) Ifduring a thirty (30) day period after such date, but in no event may the Option be exercised after the expiration of the Option Period. If Optionee ceases to serve on the Board by reason of retirement for age under the then established rules of the Company, the Option shall expire on the earlier of (i) the last day of the Option Period, or (ii) one day less than three months after Optionee's retirement for age. Prior to the expiration of the Option, Optionee shall have the right to exercise the Option to the extent to which he was entitled to exercise the Option at the date of such cessation of service. If Optionee ceases to serve on the Board by reason of retirement for disability under the then established rules of the Company, the Option shall expire on the earlier of (i) the last day of the Option Period, or (ii) one day less than one year after Optionee's retirement for disability. Prior to the expiration of the Option, Optionee shall have the right to exercise the Option to the extent to which he was entitled to exercise the Option at the date of such cessation of service. If Optionee dies (i) while serving on the Board or (ii) during the period after Optionee has ceased serving on the Board by reason of retirement for age or disability and prior to the Expiration Dateexpiration of the Option, the Participant’s Service with the Company Option shall terminate (the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until expire on the earlier of (i) the Expiration Date or the last day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as of the Date of Termination. (b) If the Participant’s Service with the Company shall cease prior to the Expiration Date by reason of death or disabilityOption Period, or (ii) one year after Optionee's death. After the Participant shall die death of Optionee, his executors, administrators or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a), the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly his Option may be transferred by the executor or administrator pursuant to will or by the laws of descent and distribution, distribution shall have the right, until at any time prior to the earlier expiration of the Expiration Date or one year after the date of death or disabilityOption under this Section, to exercise the Options Option to the extent that the Participant to which Optionee was entitled to exercise them on the date of death or disability. (c) If, it immediately prior to the Expiration Date, the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigationOptionee's death. (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Termination. (e) After the expiration of any exercise period described in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercised.

Termination of Service. (a) IfExcept as provided below, if the Grantee’s Service terminates for any reason prior to the Expiration Settlement Date, the Participant’s Service with the Company then all unvested PRSUs shall terminate (the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier of the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as of the Date of Terminationbe forfeited. (b) If the ParticipantGrantee’s Service with terminates due to Retirement at any time after six (6) months from the Company Grant Date but before the Settlement Date, then provided that the Grantee continuously remains in Retirement status after termination of Service, the Grantee shall cease prior continue to vest in all of the Grantee’s unvested PRSUs according to the Expiration Date by reason terms of death or disabilitythis Agreement as though the Grantee’s Service had not terminated. For clarity, or the Participant actual number of PRSUs that shall die or become disabled while entitled to exercise any vest shall be determined at the end of the Options pursuant to paragraph 3(a), the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options Performance Period according to the extent that Vesting Table based on actual performance, and such vested PRSUs shall be settled at the Participant was entitled to exercise them on the date of death or disabilitytime specified in Section 4 hereof. (c) If, prior to If the Expiration Date, the ParticipantGrantee’s Service with terminates due to a Change in Control Termination after the Company is terminated for “Cause” Grant Date but before the end of the Performance Period, then on the date of the Grantee’s termination (as defined or, if later, on the effective date of the Change in the PlanControl), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as 100% of the Date target number of Termination, PRSUs shall lapse become immediately vested and be canceledsettled according to Section 4 hereof, and (ii) all shares of Common Stock received pursuant to an exercise any PRSUs in excess of the Options after such termination, in contravention of subsection (i) above, may target number shall be purchased by the Company at its discretion for the exercise price of such shares paid by the Participantforfeited. If the ParticipantGrantee’s Service relationship with terminates due to a Change in Control Termination after the Company is suspended pending an investigation end of whether the Participant shall be terminated for CausePerformance Period but before the Settlement Date, all then on the Participantdate of the Grantee’s rights with respect termination (or, if later, on the effective date of the Change in Control), the number of PRSUs that were earned based on actual performance according to the Options Vesting Table shall be suspended during the period of investigationbecome immediately vested and settled according to Section 4 hereof. (d) IfIn the event of the Grantee’s death or if the Committee determines, in its sole discretion, that the Grantee has become Disabled, in each case, after the Grant Date and prior to the Expiration end of the Performance Period, (i) 100% of the target number of PRSUs shall become immediately vested and, regardless of the Grantee’s deferral election, the Company, as soon as reasonably practicable, shall issue shares of Stock to the Grantee (or the Grantee’s designated beneficiary or estate executor in the event of the Grantee’s death) with respect to the target number of PRSUs and (ii) any PRSUs in excess of the target number shall be forfeited. In the event the Grantee dies or becomes Disabled (as determined by the Committee in its sole discretion) on or after the end of the Performance Period and prior to (or on) the Settlement Date, the ParticipantGrantee shall be entitled to receive shares of Stock underlying all vested PRSUs, and regardless of the Grantee’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disabilitydeferral election, the OptionsCompany, as soon as reasonably practicable, shall issue the applicable number of shares of Stock to the extent then vested and exercisable as Grantee (or the Grantee’s designated beneficiary or estate executor in the event of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of TerminationGrantee’s death). (e) After If the expiration Grantee’s Service is terminated by the Company without Cause or by the Grantee for Good Reason, in each case after the Grant Date but before the end of any exercise period described the Performance Period (other than due to a Change in any Control Termination), then a pro-rata portion of Sections 3(athe PRSUs based on a fraction equal to the number of full calendar months that have elapsed from the first day of the Performance Period through and inclusive of the termination date divided by 36 shall remain eligible to vest at the end of the Performance Period according to the Vesting Table based on actual performance, and such vested PRSUs shall be settled at the time specified in Section 4 hereof. (f) - If the Grantee’s employment is terminated due to a reason specified in (db)-(d) hereofabove but, or otherwise upon the Expiration Dateafter such termination, the Options shall Committee determines that it would have had Cause to terminate together with the Grantee’s Service if all the relevant facts had been known to the Committee as of the Participantdate of the Grantee’s rights hereundertermination, to then all PRSUs and Actual PRSUs shall immediately be forfeited and cancelled, whether or not vested, as of the extent not previously exerciseddate of the Committee’s determination.

Termination of Service. (a) If, prior If the Participant ceases to be a member of the Expiration DateBoard for any reason before the RSUs vest, the Participant’s Service with unvested RSUs shall immediately become forfeited without any further action by the Company shall terminate (the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier of the Expiration Date or the day three (3) months after the Date Participant and without any payment of Termination to the extent the Options were vested and exercisable as of the Date of Terminationconsideration therefor. (b) If Notwithstanding Section 4(a) above, the RSUs, to the extent not then vested, shall become fully earned and vested: (i) upon termination of the Participant’s Service service due to death or Disability; (ii) if the successor or surviving company in a Change in Control event does not assume, substitute or continue the RSUs on substantially similar terms or with substantially similar economic benefits as the Company shall cease RSUs outstanding immediately prior to the Expiration Date by reason of death Change in Control event; or (iii) if the RSUs are substituted, assumed or disability, or the Participant shall die or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a), the Participant or continued following a Change in Control event but the Participant’s legal representative, or, service is terminated within 12 months following the Change in Control (x) by the case of death, the executor Company for any reason other than Cause or administrator of the estate of (y) by the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options to the extent that the Participant was entitled to exercise them on the date of death or disabilityfor Good Reason (as defined below). (c) IfNotwithstanding Sections 4(a) and 4(b) above, prior to if at least six months have elapsed since the Expiration DateDate of Grant, the RSUs shall be earned and vested on a pro-rata basis if the Participant’s Service with the Company service is terminated for “Cause” as a result of the Participant’s Retirement. The pro-rata portion of the RSUs that shall vest as a result of a Participant’s Retirement shall be determined by multiplying the total number of RSUs by a fraction (as defined in the Plan), (i) unless otherwise provided by numerator of which is the Committee, the Options, to the extent not exercised as number of calendar months that have elapsed from the Date of Termination, shall lapse and be canceledGrant through the date of Retirement, and (iithe denominator of which is the total number of months over which the RSUs vest) all shares and subtracting from such quotient any RSUs that have previously vested. Partial months of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may service shall be purchased by the Company at its discretion treated as whole months for the exercise price of such shares paid by the Participantnumerator in this calculation. If fractional units would result from applying the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant foregoing formula, any factional unit shall be terminated for Cause, all the Participant’s rights with respect rounded down to the Options shall be suspended during the period of investigationnearest whole number. (d) If, prior The Administrator shall have discretion to determine the Expiration Date, basis for any termination of the Participant’s Service with service, including but not limited to whether such termination is for Good Reason, not for Cause or Retirement. (e) For purposes of this Section 4, “Good Reason” means a Participant’s ceasing to serve as a Director of the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, successor thereto due to the extent then vested and exercisable Participant’s failure to be nominated to serve as a director of the Date of Termination, shall remain exercisable until Company or the earlier Participant’s failure to be elected to serve as a director of the Expiration Date Company, but not due to the Participant’s decision not to continue service on the Board of Directors of the Company, including any successor, as the case may be. An event or condition that would otherwise constitute “Good Reason” herein shall constitute Good Reason only if the Participant provides written notice to the Company (or its successor) of the initial existence of any or all of the foregoing events or conditions which constitute “Good Reason” within 60 days of the initial existence of such event(s) or condition(s) and the Company does not cure or remedy the event(s) or condition(s) within thirty (30) days after the Date date of Termination. (e) After the expiration of any exercise period described in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of such written notice by the Participant. The Participant’s rights hereunder, to service must be terminated for Good Reason within 120 days after the extent not previously exercisedoccurrence of an event of Good Reason.

Termination of Service. (a) IfExcept as provided below, if the Grantee’s Service terminates for any reason prior to the Expiration Settlement Date, the Participant’s Service with the Company then all unvested PRSUs (or all unvested Actual PRSUs, as applicable) shall terminate (the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier of the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as of the Date of Terminationbe forfeited. (b) If the ParticipantGrantee’s Service with terminates due to Retirement at any time after 6 (six) months from the Company Grant Date but before the Settlement Date, then provided that the Grantee continuously remains in Retirement status after termination of Service, the Grantee shall cease prior continue to vest in all of the Grantee’s unvested PRSUs (or all unvested Actual PRSUs, as applicable) according to the Expiration Date by reason terms of death or disabilitythis Agreement as though the Grantee’s Service had not terminated. For clarity, or the Participant Grantee’s Actual PRSUs shall die or become disabled while entitled to exercise any be determined at the end of the Options pursuant to paragraph 3(a), the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options Performance Period according to the extent that Performance Schedule based on actual performance, and such Actual PRSUs shall be settled at the Participant was entitled to exercise them on the date of death or disabilitytime specified in Section 4 hereof. (c) IfIf the Grantee’s Service terminates due to a Change in Control Termination after the Grant Date but before the end of the Performance Period, prior to then on the Expiration Datedate of the Grantee’s termination or, if later, on the effective date of the Change in Control, the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, Actual PRSUs shall be vested and settled according to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the ParticipantSection 4 hereof. If the ParticipantGrantee’s Service relationship with terminates due to a Change in Control Termination after the Company is suspended pending an investigation end of whether the Participant shall be terminated for CausePerformance Period but before the Settlement Date, then on the date of the Grantee’s termination (or, if later, on the effective date of the Change in Control), all of the ParticipantGrantee’s rights with respect Actual PRSUs shall become immediately vested and settled according to the Options shall be suspended during the period of investigationSection 4 hereof. (d) IfIn the event of the Grantee’s death or if the Committee’s determines, in its sole discretion, that the Grantee has become Disabled, in each case, after the Grant Date and prior to the Expiration end of the Performance Period, then, upon the date of the Grantee’s death or the date the Committee determines the Grantee is Disabled (for purposes of this paragraph, the “determination date”), the following percentage of the Target Number of PRSUs shall become immediately vested, be considered Actual PRSUs and, regardless of the Grantee’s deferral election, be settled as soon as reasonably practicable by the Company issuing shares of Stock to the Grantee (or the Grantee’s designated beneficiary or estate executor in the event of the Grantee’s death): the sum of (i) the Actual PRSUs earned with respect to any completed calendar year in the Performance Period as of the determination date, plus (ii) 100% of the Target Number of PRSUs allocated to any calendar year in the Performance Period that has not yet been completed as of the determination date. In the event the Grantee dies or becomes Disabled (as determined by the Committee in its sole discretion) on or after the end of the Performance Period and prior to (or on) the Settlement Date, the ParticipantGrantee shall be entitled to receive shares of Stock underlying all vested Actual PRSUs, and regardless of the Grantee’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disabilitydeferral election, the OptionsCompany, as soon as reasonably practicable, shall issue the applicable number of shares of Stock to the extent then vested and exercisable as Grantee (or the Grantee’s designated beneficiary or estate executor in the event of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of TerminationGrantee’s death). (e) After If the expiration Grantee’s Service is terminated by the Company without Cause or by the Grantee for Good Reason, in each case after the Grant Date but before the end of any exercise period described the Performance Period (other than due to a Change in any Control Termination), then a pro-rata portion of Sections 3(athe PRSUs based on a fraction equal to the number of full calendar months that have elapsed from the first day of the Performance Period through and inclusive of the termination date divided by 36 shall remain eligible to vest at the end of the Performance Period according to the Performance Schedule based on actual performance, and such vested PRSUs shall be settled at the time specified in Section 4 hereof. (f) - If the Grantee’s employment is terminated due to a reason specified in (db)-(e) hereofabove but, or otherwise upon the Expiration Dateafter such termination, the Options shall Committee determines that it would have had Cause to terminate together with the Grantee’s Service if all the relevant facts had been known to the Committee as of the Participantdate of the Grantee’s rights hereundertermination, to then all PRSUs and Actual PRSUs shall immediately be forfeited and cancelled, whether or not vested, as of the extent not previously exerciseddate of the Committee’s determination.

Termination of Service. (a) If, The option term and this option shall expire and cease to be exercisable prior to the Expiration DateDate should any of the following provisions become applicable: (a) If Participant's Service is terminated for any reason other than death, Disability or for Cause, then Participant shall have the Participant’s Service with the Company shall terminate (right to exercise, in whole or in part, that portion of this option that was vested and exercisable on the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable Service until the earlier of the Expiration Date or the day (i) three (3) months after termination of Service or (ii) the Date of Termination Expiration Date; and, to the extent that any portion of this option was not exercisable on the Options were vested and exercisable as date of the Date termination of TerminationService, it will immediately terminate. (b) If the Participant’s 's Service with the Company shall cease prior to the Expiration Date by reason is terminated on account of death or disabilityDisability, or the Participant shall die or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a), the then Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, 's Beneficiary (as applicable) shall have the rightright to exercise, in whole or in part, that portion of this option that was vested and exercisable on the date of termination of Service until the earlier of (i) one (1) year after Participant’s termination of Service or (ii) the Expiration Date or one year after the date of death or disabilityDate; and, to exercise the Options to the extent that the Participant any portion of this option was entitled to exercise them not exercisable on the date of death or disabilitytermination of Service, it will immediately terminate. (c) If, prior to the Expiration Date, the If Participant’s 's Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, Cause or if Participant shall breach any post-Service duties to the extent not exercised as Company or any post-Service covenants or agreements, including any confidentiality or non-competition and non-solicitation agreement, any unexercised portion of the Date of Termination, this option shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion terminate immediately. Solely for the exercise price purposes of such shares paid by the Participant. If the Participant’s Service relationship with the Company this Award Agreement, notwithstanding any notice period or cure period provided in any employment or other applicable agreement, if Participant is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect date of termination shall be deemed to be the Options date on which the Company issues a notice of termination to Participant (subject to any right that the Participant may have to cure). The right to exercise any vested and unexercised portion of this option shall be suspended during any such notice or cure period. Should the period Company revoke any notice of investigation. (d) If, prior to the Expiration Datetermination based on Participant’s satisfactory cure under an employment or other applicable agreement, the Participant’s Service with Committee may reinstate the Company is terminated other than for Cause, a Normal Termination, death or disability, right to exercise this option under the Options, to the extent then vested and exercisable as original terms of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Terminationthis Award Agreement. (e) After the expiration of any exercise period described in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercised.

Termination of Service. (a) If, prior to the Expiration Date, the Participant’s Service with the Company shall terminate (the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier of the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as of the Date of Termination. (b) If the Participant’s Service with the Company shall cease prior to the Expiration Date by reason of death or disability, or the Participant shall die or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a), the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options to the extent that the Participant was entitled to exercise them on the date of death or disability. For purposes of this Agreement, the term “disability” shall mean a permanent and total disability as defined in Section 22(e)(3) of the Code. (c) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigation. (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Termination. (e) After the expiration of any exercise period described in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercised.

Termination of Service. Subject to Paragraph 5 below, the provisions of this Paragraph 4 shall apply in the event the Grantee incurs a Termination of Service at any time prior to this Option becoming fully vested pursuant to Paragraph 3 above: (a) IfIf the Grantee incurs a Termination of Service because of his or her Early Retirement, (i) a pro rata portion of this Option shall vest and become exercisable on the date of such Termination of Service, which shall be determined pursuant to Exhibit A hereto, and (ii) the vested and exercisable portion of this Option shall remain exercisable for one year following such Termination of Service. Any portion of this Option that is not exercised prior to the Expiration Date, the Participant’s Service with the Company end of such one-year period shall terminate (the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier of the Expiration Date or the day three (3) months after the Date of Termination be forfeited to the extent the Options were vested and exercisable as of the Date of TerminationCompany. (b) If the Participant’s Grantee incurs a Termination of Service with the Company because of his or her death, Disability or Normal Retirement, this Option shall cease (i) become fully vested and exercisable and (ii) remain exercisable for one year following such Termination of Service. Any portion of this Option that is not exercised prior to the Expiration Date by reason end of death or disability, or the Participant such one-year period shall die or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a), the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options be forfeited to the extent that the Participant was entitled to exercise them on the date of death or disabilityCompany. (c) IfIf the Grantee incurs a Termination of Service by an Employer without Cause or voluntarily on his or her part (but not on account of the Grantee’s death, prior to the Expiration DateDisability, the Participant’s Service with the Company is terminated for “Cause” (as defined in the PlanEarly Retirement or Normal Retirement), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as any vested portion of the Date this Option shall remain exercisable for 30 days following such Termination of Termination, shall lapse and be canceled, Service and (ii) all shares any unvested portion of Common Stock received pursuant this Option shall be immediately forfeited to an exercise the Company. Any portion of this Option that is not exercised prior to the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price end of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant 30-day period shall be terminated for Cause, all the Participant’s rights with respect forfeited to the Options shall be suspended during the period of investigationCompany. (d) If, prior to If the Expiration Date, the Participant’s Grantee incurs a Termination of Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, this Option shall be immediately forfeited to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of TerminationCompany. (e) After the expiration of any exercise period described in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercised.

Termination of Service. (a) If, This Option shall terminate prior to the Expiration Date, Date should any of the following provisions become applicable: (a) If Participant’s Service terminates for any reason (other than death or Disability) while this Option is outstanding, then Participant shall have a period of ninety (90) days (starting with the Company shall terminate (the date of termination being the “Date of Termination”Service) by reason of a Normal Termination (as defined during which to exercise this Option, but in the Plan), the Options no event shall remain this Option be exercisable until the earlier of at any time after the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as of the Date of TerminationDate. (b) If Participant’s Service terminates by reason of the Participant’s Service with death while this Option is outstanding, then the Company shall cease prior to the Expiration Date by reason personal representative of death or disability, or the Participant shall die or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a), the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly Option is transferred by the executor or administrator pursuant to Participant’s will or in accordance with the laws of descent and distribution, distribution shall have the rightright to exercise this Option. Such right shall lapse, until and this Option shall cease to be outstanding, upon the earlier of (A) the Expiration Date or expiration of the one (1) year after period measured from the date of Participant’s death or disability, to exercise (B) the Options to the extent that the Participant was entitled to exercise them on the date of death or disabilityExpiration Date. (c) IfIf Participant’s Service terminates by reason of Disability while this Option is outstanding, prior then Participant shall have a period of one (1) year (starting with the date of such termination of Service) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date, the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigation. (d) IfParticipant’s date of termination of Service shall mean the date upon which Participant’s Service terminates or the Participant ceases active performance of services for the Company or any Subsidiary, prior regardless of any notice period or period in lieu of notice of termination of employment, whether expressed or implied, and subject to Section 5. The Administrator shall have the Expiration Date, exclusive discretion to determine when the Participant’s Service with terminates or when the Company is terminated other than Participant has ceased active performance of services for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as purposes of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Terminationthis Option Agreement. (e) After During the limited period of post-Service exercisability, this Option may not be exercised in the aggregate for more than the number of vested Shares for which the Option is exercisable at the time of Participant’s termination of Service. Upon the expiration of any such limited exercise period described in any of Sections 3(aor (if earlier) - (d) hereof, or otherwise upon the Expiration Date, the Options this Option shall terminate together with all of and cease to be outstanding for any vested Shares for which the Option has not been exercised. However, this Option shall, immediately upon Participant’s rights hereundertermination of Service for any reason, terminate and cease to the extent be outstanding with respect to any Shares in which Participant is not previously exercisedotherwise at that time vested or for which this Option is not otherwise at that time exercisable.

Termination of Service. The option term specified in Section 2 shall terminate (aand this Option shall cease to be outstanding) If, prior to the Expiration DateDate should any of the following provisions become applicable: (i) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while this Option is outstanding, then the Participant’s Service with the Company shall terminate vested portion of this Option (on the date of termination being the “Date of Termination”Service) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier of (i) the expiration of the three (3)-month period measured from the date of such cessation of Service or (ii) the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as of the Date of TerminationDate. (bii) If Should Optionee die while this Option is outstanding, then the Participant’s Service with the Company shall cease prior to the Expiration Date by reason of death or disability, or the Participant shall die or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a), the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, Optionee's Beneficiary shall have the right, right to exercise the portion of this Option vested on the date of the Optionee's death until the earlier of (A) the Expiration Date or one year after expiration of the twelve (12)-month period measured from the date of Optionee's death or disability(B) the Expiration Date. (iii) Should Optionee cease Service by reason of Permanent Disability while this Option is outstanding, to exercise then the Options to the extent that the Participant was entitled to exercise them vested portion of this Option (on the date of death or disability. (ctermination of Service) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigation. (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of (i) the expiration of the twelve (12)-month period measured from the date of such cessation of Service or (ii) the Expiration Date or thirty (30) days after the Date of TerminationDate. (eiv) After During the applicable post-Service exercise period, this Option may not be exercised in the aggregate for more than the number of vested Option Shares for which the Option is exercisable on the date of Optionee's cessation of Service. Upon the expiration of any the applicable exercise period described in any of Sections 3(aor (if earlier) - (d) hereof, or otherwise upon the Expiration Date, the Options this Option shall terminate together with all and cease to be outstanding for any vested Option Shares for which the Option has not been exercised. However, this Option shall, immediately upon Optionee's cessation of the Participant’s rights hereunderService for any reason, terminate and cease to be outstanding to the extent this option is not previously exercisedotherwise at that time vested and exercisable. (v) Should Optionee's Service be terminated for Misconduct or should Optionee engage in Misconduct while this Option is outstanding, then this Option shall terminate immediately and cease to be outstanding.

Termination of Service. (a) IfExcept as provided below, if the Grantee’s Service terminates for any reason prior to the Expiration Settlement Date, the Participant’s Service with the Company then all unvested PRSUs (or all unvested Actual PRSUs, as applicable) shall terminate (the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier of the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as of the Date of Terminationbe forfeited. (b) If the ParticipantGrantee’s Service with terminates due to Retirement at any time after 6 (six) months from the Company Grant Date but before the Settlement Date, then provided that the Grantee continuously remains in Retirement status after termination of Service, the Grantee shall cease prior continue to vest in all of the Grantee’s unvested PRSUs (or all unvested Actual PRSUs, as applicable) according to the Expiration Date by reason terms of death or disabilitythis Agreement as though the Grantee’s Service had not terminated. For clarity, or the Participant Grantee’s Actual PRSUs shall die or become disabled while entitled to exercise any be determined at the end of the Options pursuant to paragraph 3(a), the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options Performance Period according to the extent that Performance Schedule based on actual performance, and such Actual PRSUs shall be settled at the Participant was entitled to exercise them on the date of death or disabilitytime specified in Section 4 hereof. (c) IfIf the Grantee’s Service terminates due to a Change in Control Termination after the Grant Date but before the end of the Performance Period, prior to then on the Expiration Datedate of the Grantee’s termination or, if later, on the effective date of the Change in Control, the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, Actual PRSUs shall be vested and settled according to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the ParticipantSection 4 hereof. If the ParticipantGrantee’s Service relationship with terminates due to a Change in Control Termination after the Company is suspended pending an investigation end of whether the Participant shall be terminated for CausePerformance Period but before the Settlement Date, then on the date of the Grantee’s termination (or, if later, on the effective date of the Change in Control), all of the ParticipantGrantee’s rights with respect Actual PRSUs shall become immediately vested and settled according to the Options shall be suspended during the period of investigationSection 4 hereof. (d) IfIn the event of the Grantee’s death or if the Committee’s determines, in its sole discretion, that the Grantee has become Disabled, in each case, after the Grant Date and prior to the Expiration end of the Performance Period, then, upon the date of the Grantee’s death or the date the Committee determines the Grantee is Disabled (for purposes of this paragraph, the “determination date”), the following percentage of the Target Number of PRSUs shall become immediately vested, be considered Actual PRSUs and, regardless of the Grantee’s deferral election, be settled as soon as reasonably practicable by the Company issuing shares of Stock to the Grantee (or the Grantee’s designated beneficiary or estate executor in the event of the Grantee’s death): the sum of (i) the Actual PRSUs earned with respect to any completed calendar year in the Performance Period as of the determination date, plus (ii) 100% of the Target Number of PRSUs allocated to any calendar year in the Performance Period that has not yet been completed as of the determination date. In the event the Grantee dies or becomes Disabled (as determined by the Committee in its sole discretion) on or after the end of the Performance Period and prior to (or on) the Settlement Date, the ParticipantGrantee shall be entitled to receive shares of Stock underlying all vested Actual PRSUs, and regardless of the Grantee’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disabilitydeferral election, the OptionsCompany, as soon as reasonably practicable, shall issue the applicable number of shares of Stock to the extent then vested and exercisable as Grantee (or the Grantee’s designated beneficiary or estate executor in the event of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of TerminationGrantee’s death). (e) After If the expiration Grantee’s Service is terminated by the Company without Cause after the Grant Date but before the end of any exercise period described the Performance Period (other than due to a Change in any Control Termination), then a pro-rata portion of Sections 3(athe PRSUs based on a fraction equal to the number of full calendar months that have elapsed from the first day of the Performance Period through and inclusive of the termination date divided by 36 shall remain eligible to vest at the end of the Performance Period according to the Performance Schedule based on actual performance, and such vested PRSUs shall be settled at the time specified in Section 4 hereof. (f) - If the Grantee’s employment is terminated due to a reason specified in (db)-(d) hereofabove but, or otherwise upon the Expiration Dateafter such termination, the Options shall Committee determines that it would have had Cause to terminate together with the Grantee’s Service if all the relevant facts had been known to the Committee as of the Participantdate of the Grantee’s rights hereundertermination, to then all PRSUs and Actual PRSUs shall immediately be forfeited and cancelled, whether or not vested, as of the extent not previously exerciseddate of the Committee’s determination.

Termination of Service. (a) If, prior to the Expiration Datedate that this option shall first become exercisable, the ParticipantOptionee ceases to serve as a member of the Board of Directors of the Corporation and is not otherwise employed by the Corporation or any of its subsidiaries as an employee or independent contractor, the Optionee’s Service with the Company right to exercise this option shall terminate (and all rights hereunder shall cease. As used in this Agreement, the term “subsidiary” of the Corporation means any “subsidiary corporation” as defined in Section 424(f) of the Code and the term “disability” means “total and permanent disability,” as defined in Section 22(e) of the Code. If, on or after the date that this option shall first become exercisable, the Optionee, for any reason other than death or disability, ceases to serve as a member of the Board of Directors of the Corporation and is not otherwise employed by the Corporation or any of its subsidiaries as an employee or independent contractor, the Optionee shall have the right to exercise this option to the extent that it shall have been exercisable and unexercised on the date of such termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan)services, the Options shall remain exercisable until at any time on or before the earlier of: (i) the expiration date of the Expiration Date option, or the day (ii) three (3) months after the Date date of Termination such termination of employment, subject to any other limitation on the extent exercise of such option in effect at the Options were vested and exercisable as date of exercise. If, on or after the Date of Termination. (b) If date that this option shall first become exercisable, the Participant’s Service with the Company shall cease prior Optionee, due to the Expiration Date by reason of death or disability, ceases to serve as a member of the Board of Directors of the Corporation and is not otherwise employed by the Corporation or the Participant shall die or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a)its subsidiaries as an employee or independent contractor, the Participant Optionee or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant Optionee (as the case may be) or the person or persons to whom the Options option shall have been validly transferred by the executor or administrator pursuant to will or by the laws of descent and distribution, shall have the rightright to exercise this option, until at any time on or before the earlier of: (i) the expiration date of the Expiration Date option, or (ii) one (1) year after from the date of the Optionee’s death or disability, to exercise the Options to the extent that the Participant it was entitled to exercise them exercisable and unexercised on the date of death or disability. (c) If, prior to the Expiration Date, the ParticipantOptionee’s Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigation. (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, subject to any other limita-tion on exercise in effect at the Options, to the extent then vested and exercisable as date of exercise. The transfer of the Date Optionee from one corporation to another among the Corporation and any of Terminationits subsidiaries, or a leave of absence with the written consent of the Corporation, shall remain exercisable until the earlier not be a termination of the Expiration Date or thirty (30) days after the Date services for purposes of Terminationthis option. (e) After the expiration of any exercise period described in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercised.

Termination of Service. (a) If, prior to the Expiration Date, the Participant’s Service with 's service as a member of the Company shall terminate (the date Board of termination being the “Date of Termination”) by Directors is terminated for any reason of a Normal Termination (as defined in the Plan)other than Cause, the Options shall remain exercisable until the earlier of the Expiration Date or five (5) years after such date of termination (the day three (3) months after the "Date of Termination Termination") to the extent the Options were vested and exercisable as of the Date of Termination. (b) If the Participant’s Service with the Company shall cease prior to the Expiration Date by reason of death or disability, or the Participant shall die or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a), the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options to the extent that the Participant was entitled to exercise them on the date of death or disability. (c) If, prior to the Expiration Date, the Participant’s Service with 's service as a member of the Company Board of Directors is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the CommitteeBoard, the Options, to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigation. (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Termination. (ec) After the expiration of any exercise period described in any of Sections 3(a) - and (db) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s 's rights hereunder, to the extent not previously exercised. (d) Notwithstanding anything in this Agreement or the Plan to the contrary, in the event that the Participant materially breaches the terms of any confidentiality or non-compete agreement entered into with the Company, whether such breach occurs before or after termination of the Participant's service as a member of the Board of Directors, the Committee in its sole discretion may immediately terminate all rights of the Participant under the Plan and this Agreement without notice of any kind and may require the Participant to disgorge any profits (however defined by the Committee) made by the Participant relating to the Options.

Termination of Service. (a) IfThe Option may be exercised only to the extent vested and exercisable on the date of the Participant’s termination of service as a member of the Board and the board of directors of a Subsidiary, as applicable, (the “Termination Date”) (unless the termination was for Cause), and must be exercised, if at all, prior to the Expiration Date, the Participant’s Service with the Company shall terminate (the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier first to occur of the Expiration Date or following, as applicable: (i) the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as close of the Date period of Terminationthree months next succeeding the Termination Date; or (ii) the close of the Option Period. (b) If the service of the Participant as a member of the Board and the board of directors of a Subsidiary, as applicable, is terminated because of Disability or death, any portion of the Option that is unexercised and unvested on the Participant’s Service with the Company Termination Date shall cease immediately vest and become exercisable. The Option must be exercised, if at all, prior to the Expiration Date by reason of death or disability, or the Participant shall die or become disabled while entitled to exercise any close of the Options pursuant to paragraph 3(a), Option Period or such shorter period as required under the Participant Plan or by the Code. In the event of the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the Option shall be exercisable by such person or persons to whom the Options as shall have been validly transferred acquired the right to exercise the Option by the executor or administrator pursuant to will or by the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options to the extent that the Participant was entitled to exercise them on the date of death or disabilityintestate succession. (c) IfIf the service of the Participant as a member of the Board and the board of directors of a Subsidiary, as applicable, is terminated for any reason other than Disability, death or for Cause, the Option may be exercised to the extent vested and exercisable on the Participant’s Termination Date. The Option must be exercised, if at all, prior to the Expiration Datefirst to occur of the following, the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan), whichever shall be applicable: (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as close of the Date period of Termination, shall lapse and be canceled, and three months next succeeding the Termination Date; or (ii) all shares of Common Stock received pursuant to an exercise the close of the Options after Option period. If the Participant dies following such termination, termination of services and prior to the earlier of the dates specified in contravention of subsection (i) aboveor (ii) of this Section 5(c), may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated treated as having died while serving under Section 5(b) (treating for Cause, all this purpose the Participant’s rights with respect to date of termination of services as the Options Termination Date). In the event of the Participant’s death, the Option shall be suspended during exercisable by such person or persons as shall have acquired the period right to exercise the Option by will or by the laws of investigationintestate succession. (d) IfIf the service of the Participant as a member of the Board and the board of directors of a Subsidiary, prior to the Expiration Dateas applicable, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested Option shall lapse and no longer be exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Termination. (e) After the expiration of any exercise period described in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Termination Date, as determined by the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercisedAdministrator.

Termination of Service. (a) If, prior to If the Expiration DateParticipant's Continuous Service is terminated for any reason, the Participant’s Service with unvested portion of the Company Option shall terminate (immediately and the Participant may exercise the vested portion as provided in this Section 3. Outstanding Options that are not exercisable at the time a Participant's Continuous Service terminates for any reason other than Cause shall be forfeited and expire at the close of business on the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier of the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as of the Date of Terminationsuch termination. (b) If the Participant’s 's Continuous Service with is terminated for any reason other than death, Total and Permanent Disability or Cause (including Retirement or an involuntary termination by the Company shall cease prior to the Expiration Date by reason of death or disability, or the Participant shall die or become disabled while entitled to exercise without Cause at any of the Options pursuant to paragraph 3(atime within 12 months following a Change in Control), the Participant or may exercise the Participant’s legal representative, or, in the case of death, the executor or administrator vested portion of the estate Option, but only to the extent the Option was exercisable immediately prior to termination of the Participant or the person or persons Continuous Service Subject to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the rightany acceleration events provided in Section 2 hereof), until the earlier of the Expiration Date or one year after expiration of the Option Period or, except as set forth below, the date that is three (3) months following the termination of death or disabilitythe Participant's Continuous Service, and the Option shall thereafter terminate and cease to exercise the Options to the extent that the Participant was entitled to exercise them on the date of death or disabilitybe exercisable. (c) IfIf the Participant's Continuous Service is terminated as a result of the Participant's death, prior to or if the Expiration DateParticipant dies within three (3) months following the date of termination of Continuous Service, the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as vested portion of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, Option may be purchased by the Company at its discretion for the exercise price of such shares paid exercised by the Participant. If 's estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the Option upon the Participant’s Service relationship with 's death, until the Company earlier of the expiration of the Option Period or the date that is suspended pending an investigation twelve (12) months following the date of whether death, and the Participant Option shall thereafter terminate and cease to be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigationexercisable. (d) If, prior to If the Expiration DateParticipant's Continuous Service is terminated as a result of the Participant's Total and Permanent Disability, the Participant’s Service with Participant may exercise the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as portion of the Date of Termination, shall remain exercisable Option until the earlier of the Expiration Date expiration of the Option Period or thirty the date that is twelve (3012) days after months following the Date termination of Terminationthe Participant's Continuous Service, and the Option shall thereafter terminate and cease to be exercisable. (e) After If the Participant's Continuous Service is terminated as a result of the Participant's termination of service or removal as a Director for Cause, all outstanding Options granted to such Participant shall expire as of the commencement of business on the date of such termination of Continuous Service. (f) If the exercise of the Option following the termination of the Participant's Continuous Service (other than upon the Participant's death or Total and Permanent Disability) would be prohibited at any time solely because the exercise of the Option or issuance of shares of Common Stock would violate the registration requirements under the Securities Act or any other state or federal securities law requirement, then the Option shall terminate on the earlier of (a) the expiration of any exercise the Option Period or (b) the expiration of a period described in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all after termination of the Participant’s rights hereunder's Continuous Service that is three (3) months after the end of the period during which the exercise of the Option would be in violation of such registration or other securities law requirements. (g) The Participant acknowledges and agrees that the continued vesting of the Option granted hereunder is premised upon his provision of future services as a director of the Company, to and the extent vesting of such Option shall not previously exercisedaccelerate upon his termination of service for any reason unless specifically provided for herein.

Termination of Service. (a) IfIf the Optionee’s service with the Company and its Subsidiaries is terminated, the Optionee may exercise all or part of this Option prior to the Expiration Dateexpiration dates set forth in paragraph b. herein, but only to the extent that this Option had become vested before the Optionee’s service terminated. Notwithstanding the foregoing, if the Optionee’s termination of service is due to Retirement or death, the Participantfollowing shall apply: 1. If the Optionee’s Service with the Company service is terminated due to Retirement, this Option shall terminate (the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options become 100% vested and shall remain exercisable until the earlier expiration dates determined pursuant to paragraph b. of this Section. Notwithstanding the foregoing, this Option shall expire immediately upon the Retirement of the Expiration Date or Optionee if the day three (3) months after the Date of Termination Retirement occurs prior to the extent date of the Options were Company’s annual meeting of stockholders to be held in the year subsequent to the year in which this Option was granted. 2. If the Optionee’s service is terminated due to death, this Option shall become 100% vested and shall remain exercisable as until the expiration dates determined pursuant to paragraph b. of this Section. When the Date of Termination. (b) If the ParticipantOptionee’s Service service with the Company and its Subsidiaries terminates (except when due to Retirement or death), this Option shall cease expire immediately with respect to the number of Shares for which the Option is not yet vested. If the Optionee dies after termination of service, but before the expiration of the Option, all or part of this Option may be exercised (prior to expiration) by the Expiration Date by reason of death or disability, or the Participant shall die or become disabled while entitled to exercise any personal representative of the Options pursuant to paragraph 3(a)Optionee or by any person who has acquired this Option directly from the Optionee by will, the Participant bequest or the Participant’s legal representativeinheritance, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options but only to the extent that the Participant Option was entitled to exercise them on the date of death or disability. (c) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigation. (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as upon termination of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of TerminationOptionee’s service. (e) After the expiration of any exercise period described in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercised.

Termination of Service. (a) If, prior to the Expiration Date, the Participant’s Service with the Company shall terminate (the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier of the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as of the Date of Termination. (b) If the Participant’s Service with the Company shall cease prior to the Expiration Date by reason of death or disability, or the Participant shall die or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a), the Participant or the Participant’s legal representative, or, or in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options to the extent that the Participant was entitled to exercise them on the date of death or disability. For purposes of this Agreement, the term “disability” shall mean a permanent and total disability as defined in Section 22(e)(3) of the Code. (c) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigation. (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Termination. (e) After the expiration of any exercise period described in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercised.

Termination of Service. (a) If, If the Executive's employment with the Cardinal Group terminates prior to the Expiration Vesting Date, the Participant’s Service with the Company shall terminate (the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier all of the Expiration Date or Restricted Shares shall be forfeited. Notwithstanding the day three (3) months after foregoing, if the Date of Termination to the extent the Options were vested and exercisable as of the Date of Termination. (b) If the Participant’s Service with the Company shall cease prior to the Expiration Date by reason of death or disability, or the Participant shall die or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a), the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options to the extent that the Participant was entitled to exercise them on the date of death or disability. (c) If, prior to the Expiration Date, the Participant’s Service Executive's employment with the Company is terminated for “Cause” (as defined in before the Plan), (i) unless otherwise provided end of the Employment Period by the CommitteeCompany without Cause, the OptionsAdditional Incentive Shares shall nevertheless vest on the Vesting Date unless the Executive has violated any of the provisions of Section 5 of the Employment Agreement. If the Executive's employment with the Company terminates prior to the vesting of the Additional Incentive Shares by reason of the Executive's death or Incapacity, then the restrictions with respect to a ratable portion of the Additional Incentive Shares shall lapse and such shares shall not be forfeited, unless the Executive has violated any of the provisions of Section 5 of the Employment Agreement. Such ratable portion shall be an amount equal to the number of Additional Incentive Shares multiplied by the portion of the period between February 9, 2000 and the second anniversary thereof that has expired at the date of the Executive's death or Incapacity. SPECIAL FORFEITURE/CLAWBACK RULES. Notwithstanding the foregoing, if at any time prior to the Vesting Date, the Executive violates any of the provisions of Section 5 of the Employment Agreement, the Additional Incentive Shares shall be forfeited by the Executive. In addition, if at any time the Executive violates any of the provisions of Section 5 of the Employment Agreement, the Executive is subject to being required to pay the Clawback Amount to the Company, as more fully set forth in Section 5(h) of the Employment Agreement. No provision of this Agreement shall diminish, negate, or otherwise affect any separate noncompete agreement to which the Executive may be a party. The Executive acknowledges and agrees that the provisions contained in this item 5 are being made for the benefit of the Cardinal Group in consideration of the Executive's receipt of the Additional Incentive Shares, in consideration of employment, in consideration of exposing the Executive to the Cardinal Group's business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. The Executive further acknowledges that the receipt of the Additional Incentive Shares and execution of this Agreement are voluntary actions on the part of the Executive, and that the Company is unwilling to provide the Additional Incentive Shares to the Executive without their being subject to this item 5. RIGHT OF SET-OFF. By accepting these Additional Incentive Shares, the Executive consents to a deduction from and set-off against any amounts owed to the Executive by the Cardinal Group from time to time (including but not limited to amounts owed to the Executive as wages, severance payments, or other fringe benefits) to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigationamounts so owed. (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Termination. (e) After the expiration of any exercise period described in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercised.

Termination of Service. Unless otherwise provided in this Agreement or the Plan, any portion of the Option that remains unvested as of the Participant’s Termination Date shall terminate immediately. Notwithstanding the foregoing, if the service of the Participant shall be terminated for any reason (aexcluding termination for Cause) If, within the thirty (30) days prior to the Expiration Datedate that the Option would have vested and all or any part of the Option has not vested or been earned pursuant to the terms of the Plan and this Agreement, the Option shall not terminate but it shall continue to vest (to the extent permitted under Code Section 409A) as provided in Schedule A attached hereto notwithstanding the termination of service. The service relationship of the Participant shall be treated as continuing intact for any period that the Participant is on military or sick leave or other bona fide leave of absence, provided that the period of such leave does not exceed three months, or, if longer, as long as the Participant’s right to service is guaranteed either by statute or by contract. The service relationship of the Participant shall also be treated as continuing intact while the Participant is not in active service because of Disability. The Administrator shall have the sole authority to determine whether the Participant is disabled under the Plan and, if applicable, the Participant’s Service with Termination Date. To the Company shall terminate (extent the date Option is vested at the time of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan)Participant’s termination, the Options Option shall remain exercisable until the earlier of the Expiration Date or the day three (3) months after the Date of Termination terminate, to the extent not previously exercised, upon the Options were vested and exercisable as occurrence of the Date first of Terminationthe following events: (a) The Expiration Date. (b) If the Participant’s Service with the Company shall cease prior termination is due to the Expiration Date by reason of death or disability, or the Participant shall die or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a)Cause, the Participant or Termination Date. (c) If the Participant’s legal representative, or, in the case of termination is due to death, the executor or administrator close of the estate period of twelve (12) months from the Participant or the Termination Date. The Option shall be exercisable by such person or persons to whom the Options as shall have been validly transferred acquired the right to exercise the Option by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options to the extent that the Participant was entitled to exercise them on the date of death or disability. (c) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigationintestate succession. (d) If, prior to the Expiration Date, If the Participant’s Service with the Company termination is terminated other than for Cause, a Normal Termination, death or disabilitydue to Disability, the Options, to the extent then vested and exercisable as close of the Date period of Termination, shall remain exercisable until twelve (12) months from the earlier of the Expiration Date or thirty (30) days after the Date of TerminationTermination Date. (e) After the expiration of any exercise period described in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of If the Participant’s rights hereundertermination is due to a reason other than Cause, to death or Disability, the extent not previously exercisedclose of the period of 90 days next succeeding the Termination Date.

Termination of Service. (a) IfExcept as otherwise extended by the Board, prior to upon the Expiration DateOptionee’s Termination of Employment, the ParticipantOptionee’s Service with Option shall expire on the Company shall terminate earliest of the following occasions: (i) the date that is three months after the Optionee’s Termination of Employment; provided, that such Termination of Employment is not for Cause; (ii) the date of termination being the “Date Optionee’s Termination of Termination”Employment; provided, that such Termination of Employment is for Cause; (iii) the date one year after the Optionee’s Termination of Employment by reason of a Normal Termination Disability; (as defined in iv) the Plan), the Options shall remain exercisable until the earlier of the Expiration Date or the day three (3) months date one year after the Date Optionee’s Termination of Termination to the extent the Options were vested and exercisable as of the Date of Termination. (b) If the Participant’s Service with the Company shall cease prior to the Expiration Date Employment by reason of death or disability, or the Participant shall die or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a), the Participant or the ParticipantOptionee’s legal representative, death; or, (v) in the case of deaththe Optionee’s Retirement, the executor or administrator expiration date of the estate Option as set forth on the signature page hereof. The Optionee may exercise all or any part of the Participant or Optionee’s Option at any time before the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws expiration of descent and distributionsuch Option under this Section 4, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options but only to the extent that such Option had become exercisable before the Participant was entitled to exercise them on Optionee’s service terminated (or became exercisable as a result of the date termination). The balance of death such Option shall lapse upon the Optionee’s Termination of Employment. In the event that the Optionee dies during the Optionee’s employment with the Company, or disability. after the Optionee’s Termination of Employment but before the expiration of the Optionee’s Option, all or part of such Option may be exercised (c) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan), (iexpiration) unless otherwise provided by the Committeeexecutors or administrators of the Optionee’s estate or by any person who has acquired such Option directly from the Optionee by beneficiary designation, the Optionsbequest or inheritance, but only to the extent not exercised that such Option had become exercisable before the Optionee’s Termination of Employment (or became exercisable as a result of the Date termination) and the underlying Shares had vested before the Optionee’s Termination of Termination, shall lapse and be canceled, and Employment (ii) all shares of Common Stock received pursuant to an exercise or vested as a result of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigation). (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Termination. (e) After the expiration of any exercise period described in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercised.

Termination of Service. During the limited period of post-employment or post-service exercisability, as set forth below, this Option may not be exercised in the aggregate for more than the Number of Option Shares for which this Option is exercisable at the time of Participant’s termination of Service. Upon the expiration of such limited exercise period or (aif earlier) Ifupon the Expiration Date, this Option shall terminate and cease to be outstanding for any such Number of Option Shares for which the Option has not otherwise been exercised. However, this Option shall, immediately upon Participant’s termination of Service for any reason, terminate and cease to be outstanding to the extent this Option is not otherwise at that time exercisable. The Option term specified in Section 2 shall terminate (and this Option shall cease to be outstanding) prior to the Expiration Date, Date should any of the following provisions become applicable: (a) Should Participant’s Service with the Company terminate or cease for any reason (other than death, Disability, for Good Reason or for Cause) while this Option is outstanding, then Participant (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section 3) shall terminate have a thirty (30)-day period measured from the date of such termination being the “Date of Termination”) by reason of a Normal Termination (as defined or cessation during which to exercise this Option, but in the Plan), the Options no event shall remain this Option be exercisable until the earlier of at any time after the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as of the Date of TerminationDate. (b) If the Should Participant’s Service with the Company shall terminate or cease prior to the Expiration Date by reason of death or disabilitywhile this Option is outstanding, or then this Option may be exercised by (i) the Participant shall die or become disabled while entitled to exercise any personal representative of the Options pursuant to paragraph 3(a), the Participant or the Participant’s legal representative, or, in the case of death, the executor estate or administrator of the estate of the Participant or (ii) the person or persons to whom the Options shall have been validly Option is transferred by the executor or administrator pursuant to Participant’s will or the laws of descent inheritance following Participant’s death. Any such right to exercise this Option shall lapse, and distributionthis Option shall cease to be outstanding, shall have the right, until upon the earlier of (i) the Expiration Date or one year after expiration of the twelve (12)-month period measured from the date of Participant’s death or disability, to exercise (ii) the Options to the extent that the Participant was entitled to exercise them on the date of death or disabilityExpiration Date. (c) IfShould Participant’s Service terminate or cease by reason of Disability while this Option is outstanding, prior then Participant (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section 3) shall have a twelve (12)-month period measured from the date of such termination during which to exercise this Option. In no event shall this Option be exercisable at any time after the Expiration Date, the . (d) Should Participant’s Service with the Company be terminated or cease for Good Reason while this Option is terminated for “Cause” outstanding, then Participant (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, or any person or persons to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received whom this Option is transferred pursuant to an exercise of a permitted transfer under Section 3) shall have a twelve (12)-month period measured from the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price date of such shares paid by termination during which to exercise this Option. In no event shall this Option be exercisable at any time after the Participant. If the Expiration Date. (e) Should Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect then this Option shall terminate immediately and cease to the Options shall be suspended during the period of investigationremain outstanding. (df) IfShould Participant’s Service terminate or cease (other than termination for Good Reason, prior Cause or by reason of death or Disability) while this Option is outstanding, and if Participant is a Section 16 Insider at the time of such termination or cessation of Service, then any such right to exercise this Option shall lapse, and this Option shall cease to be outstanding, upon the earlier of (i) the close of business on the last business day of the seventh month following the date of Participant’s termination or cessation of Service or (ii) the Expiration Date. (g) Notwithstanding the foregoing, if the exercise of this Option within the applicable periods set forth in this Section 5 is prevented by the provisions of Section 9, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as of the Date of Termination, Option shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Termination. (e) After date the expiration of any exercise period described Participant is notified by the Company that the Option is exercisable, but in any of Sections 3(a) - (d) hereofevent, or otherwise upon no later than the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercised.

Termination of Service. (a) IfIf the Director ceases to serve as a member of the Board of Directors of the Company by reason of death, prior to then, notwithstanding the Expiration Dateprovisions of Section 2 of this Agreement, the Participant’s Service with the Company shall terminate (Option may thereafter be exercised for a period of one year from the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable such death or until the earlier expiration of the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as term of the Date of TerminationOption, whichever period is shorter. (b) If the Participant’s Service with Director ceases to serve as a member of the Board of Directors of the Company shall cease prior to the Expiration Date by reason of death Retirement or disabilityDisability, or then, notwithstanding the Participant shall die or become disabled while entitled to exercise any provisions of the Options pursuant to paragraph 3(a)Section 2 of this Agreement, the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred Option may thereafter be exercised by the executor or administrator pursuant to will or the laws Director for a period of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after three years from the date of death such termination of employment or disabilityuntil the expiration of the term hereof, whichever period is shorter; provided, however, that if the Director dies within such three-year period, any unexercised portion of this Option shall, notwithstanding the expiration of such three-year period, continue to exercise the Options be exercisable to the extent that to which it was exercisable at the Participant was entitled to exercise them on time of death for a period of one year from the date of such death or disabilityuntil the expiration of the term hereof, whichever period is shorter. (c) IfIf the Director ceases to serve as a member of the Board of Directors of the Company for any reason other than death, prior to Disability, Retirement or Cause (as hereinafter defined) then, notwithstanding the Expiration Dateprovisions of Section 2 of this Agreement, the Participant’s Service with Option may be exercised for the lesser of one year from the date the Director ceases to serve as a member of the Board of Directors of the Company is terminated for “Cause” (as defined in or the Plan)balance of the term of the Option; provided, (i) unless otherwise provided by however, that if the CommitteeDirector dies within such one year period, any unexercised portion of the OptionsOption shall, notwithstanding the expiration of such one year period, continue to be exercisable to the extent not exercised as to which it was exercisable at the time of death for a period of one year from the date of such death or until the expiration of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise stated term of the Options after such terminationOption, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company whichever period is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigationshorter. (d) IfIn the event the Director ceases to serve as a member of the Board of Directors by reason of Cause, prior any unexercised portion of the Option shall expire immediately upon termination of the Director's service as a member of the Board of Directors or, if earlier, upon the giving to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as Director of the Date notice of Termination, shall remain exercisable until the earlier termination of the Expiration Date or thirty (30) days after the Date of Terminationsuch service. (e) After For purposes of this Agreement, the expiration term "Cause" shall mean, unless otherwise determined by the Committee, (i) the conviction of any exercise period described the Recipient for committing a felony under federal law or the law of the state in which such action occurred, (ii) dishonesty in the course of fulfilling the Recipient's employment duties or (iii) willful and deliberate failure on the part of the Recipient to perform his or her employment duties in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercisedmaterial respect.

Termination of Service. If the Grantee’s employment is terminated for any reason (aother than death, Disability, involuntary termination without Cause, a Pre-Age 65 Service Retirement (as defined below), a Retirement (as defined below), a Post-Age 65 Service Retirement (as defined below), or a termination upon or after a Change in Control resulting in severance benefits becoming payable to the Grantee under any employment, severance or other agreement to which the Grantee is a party with the Company or any Subsidiary) If, prior to the Expiration Datevesting of the Shares, then the Participant’s Shares shall upon such termination of employment be forfeited and returned to the Company; provided, however, that the Committee, in its sole discretion, may, in the event of a termination of employment for a reason other than death, Disability, involuntary termination without Cause, Pre-Age 65 Service Retirement, Retirement, Post-Age 65 Service Retirement, termination resulting in change in control severance benefits becoming payable to the Grantee under any employment, severance or other agreement to which the Grantee is a party with the Company shall terminate (or any Subsidiary, or Cause, provide for the date lapsing of termination being such restrictions upon such terms and provisions as it deems proper. If the “Date of Termination”) Grantee’s employment is terminated by reason of death, Disability, involuntary termination without Cause, Pre-Age 65 Service Retirement, Retirement, Post-Age 65 Service Retirement, or a Normal Termination (as defined termination upon or after a Change in the Plan), the Options shall remain exercisable until the earlier of the Expiration Date or the day three (3) months after the Date of Termination Control resulting in severance benefits becoming payable to the extent Grantee under any employment, severance or other agreement to which the Options were vested and exercisable as of the Date of Termination. (b) If the Participant’s Service Grantee is a party with the Company shall cease prior to the Expiration Date by reason of death or disability, or the Participant shall die or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a)Subsidiary, the Participant or the Participant’s legal representativeShares, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distributionif not theretofore vested, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options to the extent that the Participant was entitled to exercise them vest in full on the date of death or disability. (c) Iftermination, provided that the Minimum Value Requirement has been satisfied prior to the Expiration Datedate of termination. If the Minimum Value Requirement has not been satisfied, then the Shares shall not be immediately vested or forfeited, but instead shall remain outstanding and shall vest upon achievement of the Minimum Value Requirement, provided the Minimum Value Requirement is achieved prior to the fifth anniversary of the date of this award. If the Minimum Value Requirement is not so achieved, the ParticipantShares shall be forfeited and returned to the Company upon such fifth anniversary. If the Grantee’s employment is voluntarily or involuntarily terminated other than for Cause or death prior to age 65 and the Grantee’s age plus years of service is equal to or greater than ninety (90), then the termination is considered to be a “Pre-Age 65 Service Retirement.” If the Grantee’s employment is voluntarily or involuntarily terminated other than for Cause or death on or after age 65 and the Grantee’s age plus years of service is less than ninety (90), then the termination is considered to be a “Retirement.” If the Grantee’s employment is voluntarily or involuntarily terminated other than for Cause or death on or after age 65 and the Grantee’s age plus years of service is equal to or greater than ninety (90), then the termination is considered to be a “Post-Age 65 Service Retirement.” To the extent the terms of any employment, severance or other agreement to which the Grantee is a party with the Company or any Subsidiary that is terminated for “Cause” (as defined then in the Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s effect provide vesting rights with respect to the Options Shares in addition to those contained in this Section 3, such additional rights shall be suspended during deemed to be part of this Agreement and are incorporated herein by reference. Notwithstanding the period of investigation. (d) Ifforegoing, prior vesting pursuant to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, provisions of this Section 3 shall be subject to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of TerminationTARP Addendum. (e) After the expiration of any exercise period described in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercised.

Termination of Service. (a) IfExcept as provided in Paragraph 3(b) and in the case of an individual’s death or Disability, prior 100% of the amount of the Award shall be subject to repayment to the Expiration Date, Company by the Participant in the event the Participant’s Service with the Company terminates for any reason prior to August 31, 2016, and 50% of the amount of the Award shall terminate be subject to repayment to the Company by the Participant in the event the Participant’s Service with the Company terminates for any reason on or after August 31, 2016, but prior to August 31, 2017 (the date “Repayment Obligation”). The Participant shall be liable to pay the Company up to the full gross amount of termination being the “Date of Termination”) by reason of a Normal Termination Award (as defined in the Plani.e., unreduced for tax and other withholdings), as determined by the Options shall remain exercisable until the earlier of the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as of the Date of TerminationCompany in its sole discretion. (b) If the Participant’s Service with the Company shall cease is terminated as a result of an Involuntary Termination other than a Termination for Cause prior to the Expiration Date by reason of death or disabilityAugust 31, or 2017, then the Participant shall die or become disabled while entitled to exercise any shall, upon satisfaction of the Options pursuant to paragraph 3(a)Release Condition set forth in Paragraph 3(c) below, the Participant or the Participant’s legal representative, or, vest in the case of death, the executor or administrator any unvested portion of the estate of Award and the Participant or the person or persons to whom the Options Repayment Obligation shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options to the extent that the Participant was entitled to exercise them on the date of death or disabilitylapse. (c) If, prior The accelerated vesting of the unvested portion of the Award and the lapse of the Repayment Obligation at the time of Participant’s Involuntary Termination shall be contingent upon Participant’s satisfaction of the following requirements (collectively the “Release Condition”): (i) Participant must execute and deliver to the Expiration DateCompany, within twenty-one (21) days (or forty-five (45) days to the extent such longer period is required under applicable law) after the effective date of such Involuntary Termination, a comprehensive general release (in the form provided by the Company at the time of such Involuntary Termination) releasing the Company and its officers, directors, employees, stockholders, subsidiaries, affiliates, representatives and other related parties from all claims that the Participant may have with respect to such parties relating to or arising from Participant’s Service employment with the Company is terminated for “Cause” (and the termination of that employment relationship and containing such confidentiality, non-solicitation, non-disparagement and non-competition covenants as defined in the Plan), (i) unless otherwise provided by Company deems satisfactory under the Committee, the Options, to the extent not exercised as of the Date of Termination, shall lapse and be canceled, circumstances and (ii) all shares of Common Stock received pursuant to an exercise of the Options such release must become effective and enforceable under applicable law after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigation. (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Termination. (e) After the expiration of any exercise applicable revocation periods under federal or state law within the period described in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercisedpayment is due under Paragraph 3(b).

Termination of Service. (a) IfIf the Director ceases to serve as a member of the Board of Directors of the Company by reason of death, prior to then, notwithstanding the Expiration Dateprovisions of Section 2 of this Agreement, the Participant’s Service with the Company shall terminate (Option may thereafter be exercised for a period of one year from the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable such death or until the earlier expiration of the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as term of the Date of TerminationOption, whichever period is shorter. (b) If the Participant’s Service with Director ceases to serve as a member of the Board of Directors of the Company shall cease prior to the Expiration Date by reason of death Retirement or disabilityDisability, or then, notwithstanding the Participant shall die or become disabled while entitled to exercise any provisions of the Options pursuant to paragraph 3(a)Section 2 of this Agreement, the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred Option may thereafter be exercised by the executor or administrator pursuant to will or the laws Director for a period of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after three years from the date of death such termination of employment or disabilityuntil the expiration of the term hereof, whichever period is shorter; provided, however, that if the Director dies within such three-year period, any unexercised portion of this Option shall, notwithstanding the expiration of such three-year period, continue to exercise the Options be exercisable to the extent that to which it was exercisable at the Participant was entitled to exercise them on time of death for a period of one year from the date of such death or disabilityuntil the expiration of the term hereof, whichever period is shorter. (c) IfIf the Director ceases to serve as a member of the Board of Directors of the Company for any reason other than death, prior to Disability, Retirement or Cause (as hereinafter defined) then, notwithstanding the Expiration Dateprovisions of Section 2 of this Agreement, the Participant’s Service with Option may be exercised for the lesser of one year from the date the Director ceases to serve as a member of the Board of Directors of the Company is terminated for “Cause” (as defined in or the Plan)balance of the term of the Option; provided, (i) unless otherwise provided by however, that if the CommitteeDirector dies within such one year period, any unexercised portion of the OptionsOption shall, notwithstanding the expiration of such one year period, continue to be exercisable to the extent not exercised as to which it was exercisable at the time of death for a period of one year from the date of such death or until the expiration of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise stated term of the Options after such terminationOption, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company whichever period is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigationshorter. (d) IfIn the event the Director ceases to serve as a member of the Board of Directors by reason of Cause, prior any unexercised portion of the Option shall expire immediately upon termination of the Director’s service as a member of the Board of Directors or, if earlier, upon the giving to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as Director of the Date notice of Termination, shall remain exercisable until the earlier termination of the Expiration Date or thirty (30) days after the Date of Terminationsuch service. (e) After For purposes of this Agreement, the expiration term “Cause” shall mean, unless otherwise determined by the Committee, (i) the conviction of any exercise period described the Recipient for committing a felony under federal law or the law of the state in which such action occurred, (ii) dishonesty in the course of fulfilling the Recipient’s employment duties or (iii) willful and deliberate failure on the part of the Recipient to perform his or her employment duties in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercisedmaterial respect.

Termination of Service. Unless the Administrator determines ---------------------- otherwise, the Option shall not be exercised unless the Participant is, at the time of exercise, in service with the Corporation and has been in service with the Corporation continuously since the date the Option was granted, subject to the following: (a) IfUnless the Administrator determines otherwise (subject to any requirements imposed under Code Section 409A), if the Participant's service is terminated because of Disability or death, the Option may be exercised only to the extent vested and exercisable on the Participant's Termination Date. The Option must be exercised, if at all, prior to the Expiration first to occur of the following, whichever shall be applicable (X) the close of the period of one year next succeeding the Termination Date; or (Y) the close of the Option Period. In the event of the Participant's death, the Participant’s Service with Option shall be exercisable by such person or persons as shall have acquired the Company shall terminate (right to exercise the date Option by will or by the laws of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier of the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as of the Date of Terminationintestate succession. (b) If Unless the Administrator determines otherwise (subject to any requirements imposed under Code Section 409A), if the Participant’s Service with 's service is terminated for any reason other than Disability, death or for Cause, the Company shall cease Option may be exercised to the extent vested and exercisable on his or her Termination Date. The Option must be exercised, if at all, prior to the Expiration Date by reason first to occur of death the following, whichever shall be applicable: (X) the close of the period of three months next succeeding the Termination Date; or disability, or (Y) the close of the Option period. If the Participant shall die or become disabled while entitled dies following such termination of service and prior to exercise any the date specified in (X) of the Options pursuant to paragraph 3(athis subparagraph (b), the Participant or shall be treated as having died while employed under subparagraph (a) immediately preceding (treating for this purpose the Participant’s legal representative, or, in 's date of termination of service as the case Termination Date). In the event of the Participant's death, the executor or administrator of the estate of the Participant or the Option shall be exercisable by such person or persons to whom the Options as shall have been validly transferred acquired the right to exercise the Option by the executor or administrator pursuant to will or by the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options to the extent that the Participant was entitled to exercise them on the date of death or disabilityintestate succession. (c) IfUnless the Administrator determines otherwise (subject to any requirements imposed under Code Section 409A), prior to the Expiration Date, if the Participant’s Service with the Company 's service is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options Option shall lapse and no longer be suspended during the period of investigation. (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date his or thirty (30) days after the Date of Termination. (e) After the expiration of any exercise period described in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration her Termination Date, as determined by the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercisedAdministrator.

Termination of Service. Upon termination of the Holder’s service as a Director or other position with the Board of Directors for any reason (except death or disability which are described in paragraphs 6 and 7 below), the following terms shall apply to this Option: (a) If, prior to In the Expiration Date, event of termination of the ParticipantHolder’s Service service as a Director or other position with the Company Board of Directors, this Option, whether or not vested, shall terminate (expire immediately and shall be deemed cancelled and no longer continue to vest or be exercisable as of the date of such termination. The term “Cause” shall be defined as the Holder’s (i) willful, reckless or gross misconduct or fraud, (ii) gross negligent performance of job responsibilities, and (iii) conviction of or pleading no contest to a felony or crime involving dishonesty or moral turpitude; (b) In the event of termination being of the “Date Holder’s service as a Director or other position with the Board of Termination”) Directors by reason the Company without Cause, this Option shall cease to vest immediately as of a Normal Termination (as defined in the Plan)date of such termination, the Options unvested portion of this Option shall remain be cancelled and only the vested portion of this Option shall continue to be exercisable until the earlier of (i) the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as end of the Date of Termination. (b) If the Participant’s Service with the Company shall cease prior to the Expiration Date by reason of death or disability, or the Participant shall die or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a), the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year 30th day after the date of death such termination of service, or disability, to exercise (ii) the Options expiration of this Option pursuant to the extent that terms set forth herein; and upon the Participant was entitled to exercise them on the date expiration of death or disability.such period, such portion of this Option then remaining unexercised shall be cancelled; and (c) If, prior to In the Expiration Date, event of termination of the ParticipantHolder’s Service service as a Director or other position with the Company is terminated Board of Directors for “Cause” any reason not otherwise described in paragraphs 5(a) and (as defined in the Planb) (except for death or disability), (i) unless otherwise provided by the Committee, the Options, this Option shall cease to the extent not exercised vest immediately as of the Date date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention the unvested portion of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant this Option shall be terminated for Cause, all cancelled and only the Participant’s rights with respect vested portion of this Option shall continue to the Options shall be suspended during the period of investigation. (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of (i) the Expiration Date or thirty (30) days end of the 30th day after the Date date of Termination. such termination of service, or (eii) After the expiration of any exercise period described in any of Sections 3(a) - (d) hereof, or otherwise this Option pursuant to the terms set forth herein; and upon the Expiration Dateexpiration of such period, the Options such portion of this Option then remaining unexercised shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercisedbe cancelled.

Termination of Service. (a) If, If prior to the Expiration Date, the Participant’s Service with the Company shall terminate (the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier of the Expiration Date or the day three (3) months after such date of termination (the “Date of Termination Termination”) to the extent the Options were vested and exercisable as of the Date of Termination. (b) If the Participant’s Service with the Company shall cease prior to the Expiration Date by reason of death or disability, or the Participant shall die or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a), the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options to the extent that the Participant was entitled to exercise them on the date of death or disability. (c) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigation. (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Termination. (e) After the expiration of any exercise period described in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercised.

Termination of Service. The option term specified in Paragraph 2 shall terminate (aand this option shall expire and cease to be exercisable) If, prior to the Expiration DateDate should any of the following provisions become applicable: (a) If Participant's Service is terminated for any reason other than death, Disability or for Cause, then Participant shall have the Participant’s Service with the Company shall terminate (right to exercise, in whole or in part, that portion of this option that was vested and exercisable on the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable Service until the earlier of the Expiration Date or the day (i) three (3) months after termination of Service or (ii) the Date of Termination Expiration Date; and, to the extent that any portion of this option was not exercisable on the Options were vested and exercisable as date of the Date termination of TerminationService, it will immediately terminate. (b) If the Participant’s 's Service with the Company shall cease prior to the Expiration Date by reason is terminated on account of death (or disability, or the if a Participant shall die or become disabled while entitled dies within ninety days following termination of employment due to exercise any of the Options pursuant to paragraph 3(aDisability), the Participant or the then Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, 's Beneficiary shall have the rightright to exercise, in whole or in part, that portion of this option that was vested and exercisable on the date of date until the earlier of (A) the Expiration Date or one year after first anniversary of the date of Participant’s death or disability(B) the Expiration Date; and, to exercise the Options to the extent that the Participant any portion of this option was entitled to exercise them not exercisable on the date of death or disabilitytermination of Service, it will immediately terminate. (c) IfIf Participant's Service is terminated on account of Disability, prior then Participant or Participant’s Beneficiary shall have the right to exercise, in whole or in part, that portion of this option that was vested and exercisable on the date of Disability until the earlier of (i) ninety (90) days after termination of Service or (ii) the Expiration Date, the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options; and, to the extent that any portion of this option was not exercised as exercisable on the date of the Date termination of TerminationService, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigationit will immediately terminate. (d) If, prior If Participant's Service is terminated for Cause or if Participant shall breach any post-Service duties to the Expiration DateCompany or any post-Service covenants or agreements, including any confidentiality or non-competition and non-solicitation agreement, any unexercised portion of this option shall terminate immediately. Solely for the Participant’s Service with the Company purposes of this Award Agreement, notwithstanding any notice period or cure period provided in any employment or other applicable agreement, if Participant is terminated other than for Cause, the date of termination shall be deemed to be the date as of which the Company issues a Normal Termination, death notice of termination to Participant (subject to any right that the Participant may have to cure). The right to exercise any vested and unexercised portion of this option shall be suspended during any such notice or disabilitycure period. Should the Company revoke any notice of termination based on Participant’s satisfactory cure under an employment or other applicable agreement, the Options, Committee may reinstate the right to exercise this option under the extent then vested and exercisable as original terms of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Terminationthis Award Agreement. (e) After the expiration of any exercise period described to be included in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercised.Award Agreements for non-employee directors only]

Termination of Service. (a) If, If prior to the Expiration Date, the Participant’s Service with the Company shall terminate (the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier of the Expiration Date or the day three (3) months days after such date of termination (the “Date of Termination Termination”) to the extent the Options were vested and exercisable as of the Date of Termination. (b) If the Participant’s Service with the Company shall cease prior to the Expiration Date by reason of death or disability, or the Participant shall die or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a), the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options to the extent that the Participant was entitled to exercise them on the date of death or disability. (c) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigation. (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Termination. (e) After the expiration of any exercise period described in any of Sections 3(a) - — (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercised.

Termination of Service. (a) If, prior to the Expiration Date, the Participant’s Service with the Company The Option Term specified in Paragraph 2 shall terminate (the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier of the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as of the Date of Termination. (b) If the Participant’s Service with the Company this Option shall cease to be exercisable) prior to the Expiration Date by reason of death or disability, or the Participant shall die or become disabled while entitled to exercise any should one of the Options pursuant following provisions become applicable: (i) Except to paragraph 3(a)the extent otherwise provided in subparagraphs (ii) through (iii) below, the Participant or the Participant’s legal representative, or, should Optionee cease to remain in the case of death, the executor or administrator Service of the estate Company at any time during the Option Term, then this Option shall not remain exercisable for more than a three (3)-month period commencing with the date of such cessation of Service. Upon the expiration of such three (3)-month period or (if earlier) upon the specified Expiration Date of the Participant Option Term, this Option shall terminate and cease to be outstanding. (ii) Should Optionee die while in Service or within the three (3)-month period following his or her cessation of Service, then the personal representative of the Optionee's estate or the person or persons to whom the Options shall have been validly this Option is transferred by the executor or administrator pursuant to the Optionee's will or in accordance with the laws law of descent and distribution, distribution shall have the rightright to exercise this Option. Such right shall lapse, until and this Option shall terminate and cease to remain exercisable, upon the earlier EARLIER of (A) the expiration of the Expiration Date or one year after twelve (12)-month period measured from the date of Optionee's death or disability(B) the Expiration Date. (iii) Should Optionee become permanently disabled and cease by reason thereof to remain in Service at any time during the Option Term, to exercise the Options to the extent that the Participant was entitled to exercise them on then this Option shall not remain exercisable for more than a twelve (12) month period commencing with the date of death or disability. (c) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as such cessation of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the ParticipantService. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigation. (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Termination. (e) After Upon the expiration of any exercise such limited period described in any of Sections 3(aexercisability or (if earlier) - (d) hereof, or otherwise upon the Expiration Date, the Options this Option shall terminate together with all and cease to be outstanding. (iv) In no event shall this Option be exercisable at any time after the specified Expiration Date of the Participant’s rights hereunderOption Term. (v) During the limited post-Service period of exercisability determined in accordance with subparagraphs (i) through (iii) above, this Option may not be exercised for more than the number of Option Shares (if any) for which this Option is, at the time of the Optionee's cessation of Service, exercisable in accordance with either the normal exercise provisions specified in Paragraph 4 or the special acceleration provisions of Paragraph 6 of this Agreement. However, the number of Option Shares purchasable after the Optionee's death shall be reduced for any Option Shares purchased by the Optionee after his or her cessation of Service but prior to death. (vi) For purposes of this Paragraph 5 and for all other purposes under this Agreement, the following definitional provisions shall be in effect: A. The Optionee shall be deemed to remain in Service for so long as the Optionee continues to render periodic services to the extent Company or any parent or subsidiary corporation, whether as an Employee, a non-employee member of the Company's Board or an independent consultant or advisor. B. The Optionee shall be deemed to be an Employee and to continue in the Company's employ for so long as the Optionee remains in the employ of the Company or one or more of its parent or subsidiary corporations, subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance. C. The Optionee shall be deemed to be permanently disabled if the Optionee is, by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not previously exercisedless than twelve (12) consecutive months or more, unable to perform his or her usual duties for the Company or the parent or subsidiary corporation retaining his or her services. D. A corporation shall be considered to be a subsidiary corporation of the Company if it is a member of an unbroken chain of corporations beginning with the Company, provided each such corporation in the chain (other than the last corporation) owns, at the time of determination, stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. E. A corporation shall be considered to be a parent corporation of the Company if it is a member of an unbroken chain ending with the Company, provided each such corporation in the chain (other than the Company) owns, at the time of determination, stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

Termination of Service. (a) If, prior to the Expiration Date, the Participant’s Service with the Company shall terminate (the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier of the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as of the Date of Termination. (b) If the Participant’s Service with the Company shall cease prior to the Expiration Date by reason of death or disability, or the Participant shall die or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a), the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options to the extent that the Participant was entitled to exercise them on the date of death or disability. (c) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigation. (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Termination. (e) After the expiration of any exercise period described in any of Sections 3(a) - (d3(a)-(d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercised.

Termination of Service. Unless the Administrator determines ------------------------ otherwise, the Option shall not be exercised unless the Participant is, at the time of exercise, in service with the Corporation and has been in service with the Corporation continuously since the date the Option was granted, subject to the following: (a) IfUnless the Administrator determines otherwise (subject to any requirements imposed under Code Section 409A), if the Participant's service is terminated because of Disability or death, the Option may be exercised only to the extent vested and exercisable on the Participant's Termination Date. The Option must be exercised, if at all, prior to the Expiration first to occur of the following, whichever shall be applicable (X) the close of the period of one year next succeeding the Termination Date; or (Y) the close of the Option Period. In the event of the Participant's death, the Participant’s Service with Option shall be exercisable by such person or persons as shall have acquired the Company shall terminate (right to exercise the date Option by will or by the laws of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier of the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as of the Date of Terminationintestate succession. (b) If Unless the Administrator determines otherwise (subject to any requirements imposed under Code Section 409A), if the Participant’s Service with 's service is terminated for any reason other than Disability, death or for Cause, the Company shall cease Option may be exercised to the extent vested and exercisable on his or her Termination Date. The Option must be exercised, if at all, prior to the Expiration Date by reason first to occur of death the following, whichever shall be applicable: (X) the close of the period of three months next succeeding the Termination Date; or disability, or (Y) the close of the Option period. If the Participant shall die or become disabled while entitled dies following such termination of service and prior to exercise any the date specified in (X) of the Options pursuant to paragraph 3(athis subparagraph (b), the Participant or shall be treated as having died while employed under subparagraph (a) immediately preceding (treating for this purpose the Participant’s legal representative, or, in 's date of termination of service as the case Termination Date). In the event of the Participant's death, the executor or administrator of the estate of the Participant or the Option shall be exercisable by such person or persons to whom the Options as shall have been validly transferred acquired the right to exercise the Option by the executor or administrator pursuant to will or by the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options to the extent that the Participant was entitled to exercise them on the date of death or disabilityintestate succession. (c) IfUnless the Administrator determines otherwise (subject to any requirements imposed under Code Section 409A), prior to the Expiration Date, if the Participant’s Service with the Company 's service is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options Option shall lapse and no longer be suspended during the period of investigation. (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date his or thirty (30) days after the Date of Termination. (e) After the expiration of any exercise period described in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration her Termination Date, as determined by the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercisedAdministrator.

Termination of Service. (a) If, prior to the Expiration Date, the Participant’s Service with the Company shall terminate (the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier of the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as of the Date of Termination. (b) If the Participant’s Service with the Company shall cease prior to the Expiration Date by reason of death or disability, or the Participant shall die or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a), the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options to the extent that the Participant was entitled to exercise them on the date of death or disability. (c) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigation. (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Termination. (e) After the expiration of any exercise period described in any of Sections 3(a) - — (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercised.

Termination of Service. (a) IfThe Option may be exercised only to the extent vested and exercisable on the date of the Participant’s termination of service on the Board of Directors of the Corporation or an Affiliate (the “Termination Date”) (unless the termination was for Cause), and must be exercised, if at all, prior to the Expiration Date, the Participant’s Service with the Company shall terminate (the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier first to occur of the Expiration Date or following, as applicable: (i) the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as close of the Date period of Terminationthree months next succeeding the Termination Date; or (ii) the close of the Option Period. (b) If the services of the Participant are terminated because of Disability or death, any portion of the Option that is unexercised and unvested on the Participant’s Service with the Company Termination Date shall cease immediately vest and become exercisable. The Option must be exercised, if at all, prior to the Expiration Date by reason of death or disability, or the Participant shall die or become disabled while entitled to exercise any close of the Options pursuant to paragraph 3(a), Option Period. In the Participant or event of the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the Option shall be exercisable by such person or persons to whom the Options as shall have been validly transferred acquired the right to exercise the Option by the executor or administrator pursuant to will or by the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options to the extent that the Participant was entitled to exercise them on the date of death or disabilityintestate succession. (c) IfIf the services of the Participant are terminated for any reason other than Disability, death or for Cause, the Option may be exercised to the extent vested and exercisable on the Participant’s Termination Date. The Option must be exercised, if at all, prior to the Expiration Date, the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, first to the extent not exercised as occur of the Date of Terminationfollowing, whichever shall lapse and be canceled, and applicable: (iiX) all shares of Common Stock received pursuant to an exercise the close of the Options after such termination, in contravention period of subsection three months next succeeding the Termination Date; or (iY) above, may be purchased by the Company at its discretion for close of the exercise price of such shares paid by the ParticipantOption period. If the Participant’s Service relationship with Participant dies following such termination of services and prior to the Company is suspended pending an investigation earlier of whether the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be terminated treated as having died while serving under Section 5(b) (treating for Cause, all this purpose the Participant’s rights with respect date of termination of services as the Termination Date). If the Participant dies following such termination of services and prior to the Options earlier of the dates specified in (X) or (Y) of this Section 5(c), the Participant shall be suspended during treated as having died while serving under Section 5(b) (treating for this purpose the period Participant’s date of investigationtermination of services as the Termination Date). In the event of the Participant’s death, the Option shall be exercisable by such person or persons as shall have acquired the right to exercise the Option by will or by the laws of intestate succession. (d) IfIf the services of the Participant are terminated for Cause, prior to the Expiration Option shall lapse and no longer be exercisable as of the Termination Date, as determined by the Administrator. For the purposes of this Agreement, the Participant’s Service with the Company is terminated other than termination shall be for “Cause, a Normal Termination, death or disability, the Options, ” if such termination results due to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Termination. (e) After the expiration of any exercise period described in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, (A) dishonesty; (B) refusal to perform his duties for the Corporation or an Affiliate; (C) engaging in fraudulent conduct; or (D) engaging in conduct that could be materially damaging to the extent not previously exercisedCorporation or an Affiliate without a reasonable good faith belief that such conduct was in the best interest of the Corporation or its Affiliates. The determination of “Cause” shall be made by the Administrator and such determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and the Option, the Participant’s employment or service shall be deemed to have terminated for Cause if, after the Participant’s employment or service has terminated, facts and circumstances are discovered that would have justified, in the opinion of the Administrator, a termination for Cause.

Termination of Service. (a) If, prior to the Expiration Datedate that this Option first becomes exercisable, you resign from the Participant’s Service with Board of Directors, not by request of the Company Board of Directors, your right to exercise this Option shall terminate (and all rights hereunder shall cease. If, on or after the date that this Option shall first become exercisable, your service on the Board of Directors is terminated for any reason other than death or Disability, then you shall have the right to exercise this Option to the extent that it was exercisable and unexercised on the date of such termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan)services, the Options shall remain exercisable until at any time on or before the earlier of: (i) the expiration date of the Expiration Date Option, or the day (ii) three (3) months after the Date date of Termination such termination of service on the Board of Directors, subject to any other limitation on the extent exercise of such Option in effect at the Options were vested and exercisable as date of exercise. If, on or after the Date date that this Option shall first become exercisable, your service on the Board of Termination. (b) If the Participant’s Service with the Company shall cease prior Directors is terminated due to the Expiration Date by reason of death or disabilityDisability, you or the Participant shall die or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a), the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of your estate (as the estate of the Participant case may be) or the person or persons to whom the Options shall have Option has been validly transferred by the executor or administrator pursuant to will or by the laws of descent and distribution, shall have the rightright to exercise this Option, until at any time on or before the earlier of: (i) the expiration date of the Expiration Date Option, or (ii) one (1) year after from the date of your death or disabilityDisability, to exercise the Options to the extent that the Participant it was entitled to exercise them exercisable and unexercised on the date of your death or disability. (c) IfDisability, prior subject to any other limitation on exercise in effect at the date of exercise. If you become an employee or consultant to the Expiration DateCorporation or any of its Subsidiaries while serving as a member of the Board of Directors, then the Participant’s Service later of your termination of service on the Board of Directors or as an employee or consultant to the Corporation or any of its Subsidiaries shall be treated as a termination of services for purposes of this Option. Your transfer from one corporation to another among the Corporation and any of its Subsidiaries, or a leave of absence with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as written consent of the Date of TerminationCorporation, shall lapse and not be canceled, and (ii) all shares a termination of Common Stock received pursuant to an exercise services for purposes of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigationthis Option. (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Termination. (e) After the expiration of any exercise period described in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercised.

Termination of Service. (a) If, prior to In the Expiration Date, event of the termination of Participant’s Service employment relationship with the Company shall terminate or the Affiliate employing Participant (the date of termination being the “Date of TerminationEmployer”) (excluding a transfer to the Company or any Affiliate) for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of his or her employment agreement, if any, and other than due to Participant’s death, any RSUs that have not vested and Participant’s right to acquire any Shares hereunder will immediately terminate. Participant’s employment relationship shall be considered to have terminated (without regard to any notice period, e.g., a period of “garden leave” or similar period pursuant to local law or as may be required by reason the terms of an employment agreement) and Participant to have ceased to be employed by the Company or its Affiliate, on the earliest of: (i) the date on which the Employer delivers to Participant notice terminating the employment relationship (regardless of whether the notice or termination is lawful or unlawful or is in breach of any contract of employment) unless Participant is transferring employment to the Company, or any Affiliate; (ii) the date on which Participant delivers notice to his or her Employer that Participant is terminating the employment relationship (regardless of whether the notice or termination is lawful or unlawful or is in breach of any contract of employment) unless Participant is transferring employment to the Company, or any Affiliate; (iii) the date on which Participant ceases to provide services to the Company, or any Affiliate, as appropriate, except where Participant is on an authorized leave of absence; or (iv) the date on which Participant ceases to be considered an “employee” under applicable laws (such termination, a Normal "Termination" and such termination date, the "Termination (Date," in each case as further defined in the Plan), the Options shall remain exercisable until the earlier of the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as of the Date of Termination. (b) If In the event of the termination of Participant’s Service employment relationship with the Company Employer due to Participant’s death, the RSUs shall cease prior vest to the Expiration Date by reason of extent (and only to the extent) that they would have vested on the first vesting date occurring after such death or disability, or pursuant to the Participant shall die or become disabled while entitled vesting schedule referred to exercise any in Section 3. Amounts due in settlement of the Options pursuant vested RSUs will be delivered to paragraph 3(a), the Participant or the Participant’s legal representative, or, representative in the case of death, the executor accordance with Section 4 (or administrator within such longer period following vesting as may be permitted under Section 409A of the estate of the Participant or the Code) and provided such person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options to the extent that the Participant was entitled to exercise them on the date of death or disability. (c) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Optionsprovides proof, to the extent not exercised as Company’s satisfaction, of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant his or her entitlement to an exercise of the Options after receive such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigationamounts. (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Termination. (e) After the expiration of any exercise period described in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercised.

Termination of Service. (a) IfExcept as provided below, if the Grantee’s Service terminates for any reason prior to the Expiration Settlement Date, the Participant’s Service with the Company then all unvested PRSUs (or all unvested Actual PRSUs, as applicable) shall terminate (the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier of the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as of the Date of Terminationbe forfeited. (b) If the ParticipantGrantee’s Service with terminates due to Retirement at any time after six (6) months from the Company Grant Date but before the Settlement Date, then the Grantee shall cease prior continue to vest in all of the Grantee’s unvested PRSUs (or all unvested Actual PRSUs, as applicable) according to the Expiration Date by reason terms of death or disability, or this Agreement as though the Participant shall die or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a)Grantee’s Service had not terminated. For clarity, the Participant or Grantee’s Actual PRSUs shall be calculated in accordance with Section 2 hereof, with vested Actual PRSUs settled at the Participant’s legal representative, or, time specified in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options to the extent that the Participant was entitled to exercise them on the date of death or disabilitySection 4 hereof. (c) IfIf the Grantee’s Service terminates due to a Change in Control Termination after the Grant Date but before the end of the Performance Period, then on the date of the Grantee’s termination (or, if later, on the effective date of the Change in Control), 100% of the Target Number of PRSUs shall become immediately vested, be considered vested Actual PRSUs and settled according to Section 4 hereof. If the Grantee’s Service terminates due to a Change in Control Termination after the end of the Performance Period but before the Settlement Date, then on the date of the Grantee’s termination (or, if later, on the effective date of the Change in Control), all of the Grantee’s Actual PRSUs shall become immediately vested and settled according to Section 4 hereof. (d) In the event of the Grantee’s death or if the Committee’s determines, in its sole discretion, that the Grantee has become Disabled, in each case, after the Grant Date and prior to the Expiration Date, end of the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan)Performance Period, (i) unless otherwise provided by 100% of the CommitteeTarget Number of PRSUs shall become immediately vested, be considered vested Actual PRSUs and, regardless of the Grantee’s deferral election, the OptionsCompany, as soon as reasonably practicable, shall issue shares of Stock to the extent not exercised as Grantee (or the Grantee’s designated beneficiary or estate executor in the event of the Date Grantee’s death) with respect to the Target Number of Termination, shall lapse and be canceledPRSUs, and (ii) all shares of Common Stock received pursuant to an exercise any PRSUs in excess of the Options after such termination, in contravention of subsection Target Number shall be forfeited. In the event the Grantee dies or becomes Disabled (i) above, may be purchased as determined by the Company at Committee in its discretion for sole discretion) on or after the exercise price end of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigation. (d) If, Performance Period and prior to (or on) the Expiration Settlement Date, the ParticipantGrantee shall be entitled to receive shares of Stock underlying all vested Actual PRSUs, and regardless of the Grantee’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disabilitydeferral election, the OptionsCompany, as soon as reasonably practicable, shall issue the applicable number of shares of Stock to the extent then vested and exercisable as Grantee (or the Grantee’s designated beneficiary or estate executor in the event of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of TerminationGrantee’s death). (e) After If the expiration of any exercise period described Grantee’s employment is terminated due to a reason specified in any of Sections 3(a(b)-(d) - (d) hereofabove but, or otherwise upon the Expiration Dateafter such termination, the Options shall Committee determines that it would have had Cause to terminate together with the Grantee’s Service if all the relevant facts had been known to the Committee as of the Participantdate of the Grantee’s rights hereundertermination, to then all PRSUs and Actual PRSUs shall immediately be forfeited and cancelled, whether or not vested, as of the extent not previously exerciseddate of the Committee’s determination.

Termination of Service. (a) IfExcept as provided below, if the Grantee’s Service terminates for any reason prior to the Expiration Settlement Date, the Participant’s Service with the Company then all unvested PRSUs shall terminate (the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier of the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as of the Date of Terminationbe forfeited. (b) If the ParticipantGrantee’s Service with terminates due to Retirement at any time after 6 (six) months from the Company Grant Date but before the Settlement Date, then provided that the Grantee continuously remains in Retirement status after termination of Service, the Grantee shall cease prior continue to vest in all of the Grantee’s unvested PRSUs according to the Expiration Date by reason terms of death or disabilitythis Agreement as though the Grantee’s Service had not terminated. For clarity, or the Participant actual number of PRSUs that shall die or become disabled while entitled to exercise any vest shall be determined at the end of the Options pursuant to paragraph 3(a), the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options Performance Period according to the extent that Vesting Table based on actual performance, and such vested PRSUs shall be settled at the Participant was entitled to exercise them on the date of death or disabilitytime specified in Section 4 hereof. (c) If, prior to If the Expiration Date, the ParticipantGrantee’s Service with terminates due to a Change in Control Termination after the Company is terminated for “Cause” Grant Date but before the end of the Performance Period, then on the date of the Grantee’s termination (as defined or, if later, on the effective date of the Change in the PlanControl), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as 100% of the Date target number of Termination, PRSUs shall lapse become immediately vested and be canceledsettled according to Section 4 hereof, and (ii) all shares of Common Stock received pursuant to an exercise any PRSUs in excess of the Options after such termination, in contravention of subsection (i) above, may target number shall be purchased by the Company at its discretion for the exercise price of such shares paid by the Participantforfeited. If the ParticipantGrantee’s Service relationship with terminates due to a Change in Control Termination after the Company is suspended pending an investigation end of whether the Participant shall be terminated for CausePerformance Period but before the Settlement Date, all then on the Participantdate of the Grantee’s rights with respect termination (or, if later, on the effective date of the Change in Control), the number of PRSUs that were earned based on actual performance according to the Options Vesting Table shall be suspended during the period of investigationbecome immediately vested and settled according to Section 4 hereof. (d) IfIn the event of the Grantee’s death or if the Committee determines, in its sole discretion, that the Grantee has become Disabled, in each case, after the Grant Date and prior to the Expiration end of the Performance Period, (i) 100% of the target number of PRSUs shall become immediately vested and, regardless of the Grantee’s deferral election, the Company, as soon as reasonably practicable, shall issue shares of Stock to the Grantee (or the Grantee’s designated beneficiary or estate executor in the event of the Grantee’s death) with respect to the target number of PRSUs and (ii) any PRSUs in excess of the target number shall be forfeited. In the event the Grantee dies or becomes Disabled (as determined by the Committee in its sole discretion) on or after the end of the Performance Period and prior to (or on) the Settlement Date, the ParticipantGrantee shall be entitled to receive shares of Stock underlying all vested PRSUs, and regardless of the Grantee’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disabilitydeferral election, the OptionsCompany, as soon as reasonably practicable, shall issue the applicable number of shares of Stock to the extent then vested and exercisable as Grantee (or the Grantee’s designated beneficiary or estate executor in the event of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of TerminationGrantee’s death). (e) After If the expiration Grantee’s Service is terminated by the Company without Cause in each case after the Grant Date but before the end of any exercise period described the Performance Period (other than due to a Change in any Control Termination), then a pro-rata portion of Sections 3(athe PRSUs based on a fraction equal to the number of full calendar months that have elapsed from the first day of the Performance Period through and inclusive of the termination date divided by 36 shall remain eligible to vest at the end of the Performance Period according to the Vesting Table based on actual performance, and such vested PRSUs shall be settled at the time specified in Section 4 hereof. (f) - If the Grantee’s employment is terminated due to a reason specified in (db)-(d) hereofabove but, or otherwise upon the Expiration Dateafter such termination, the Options shall Committee determines that it would have had Cause to terminate together with the Grantee’s Service if all the relevant facts had been known to the Committee as of the Participantdate of the Grantee’s rights hereundertermination, to then all PRSUs and Actual PRSUs shall immediately be forfeited and cancelled, whether or not vested, as of the extent not previously exerciseddate of the Committee’s determination.

Termination of Service. (a) IfIf the Optionee has a Termination of Service, prior to the Expiration Date, the Participant’s Service with the Company shall terminate (the date of termination being the “Date of Termination”) other than by reason of a Normal Termination (as defined in the Plan)death or Disability, the Options shall remain Option as then exercisable may be exercised by the Optionee during the - day period following the Termination of Service, or if earlier, the expiration of the term of the Option as provided under Paragraph 5 below; provided that, (i) if the Optionee dies during such -day period, the successor of the Optionee may exercise the Option until the earlier of the Expiration Date or the day three (3x) months after from the Date of Termination to the extent the Options were vested and exercisable as date of the Date Termination of TerminationService of the Optionee, or (y) the date on which the term of the Option expires in accordance with Paragraph 5 below, and (ii) if the Optionee has a Termination of Service for Cause, any Option not exercised in full prior to such Termination of Service shall be cancelled. (b) If In the Participant’s event the Optionee has a Termination of Service with the Company shall cease prior to the Expiration Date by reason on account of death or disabilityDisability, the Option as then exercisable may be exercised by the Optionee or the Participant shall die or become disabled while entitled to exercise any successor of the Options pursuant to paragraph 3(a)Optionee, the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the rightas applicable, until the earlier of the Expiration Date or one year after (i) months from the date of death the Termination of Service of the Optionee, or disability, to exercise the Options to the extent that the Participant was entitled to exercise them on (ii) the date on which the term of death or disabilitythe Option expires in accordance with Paragraph 5 below. (c) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated for “Cause” (Except as defined in the Plan), (i) unless otherwise provided by the CommitteeAdministrator, no Option (or portion thereof) which had not become exercisable at or before the Options, time of Termination of Service shall ever be or become exercisable. No provision of this Paragraph 4 is intended to or shall permit the exercise of the Option to the extent the Option was not exercised as exercisable upon Termination of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigationService. (d) If, prior Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 4 if the Optionee continues without interruption to serve thereafter as an officer or director of the Expiration DateCompany or in such other capacity as determined by the Administrator(or if no Administratoris appointed, the Participant’s Service with Board), and the Company is terminated other than for Cause, a Normal Termination, death or disability, termination of such successor service shall be treated as the Options, to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Terminationapplicable termination. (e) After For purposes of this Agreement, a “Termination of Service” shall mean the expiration of any exercise period described in any of Sections 3(a) - (d) hereoftime when the employee-employer relationship or directorship, or otherwise upon other service relationship, between the Expiration DateOptionee and the Company (or an Affiliated Company) is terminated for any reason, with or without Cause, including, but not limited to, any termination by resignation, discharge, death or retirement. The Administrator, in its absolute discretion, shall determine the effects of all matters and questions relating to Termination of Service, including, but not limited to, the Options shall terminate together with question of whether any Termination of Service was for Cause and all questions of the Participant’s rights hereunder, to the extent not previously exercised.whether particular leaves of absence constitute Terminations

Termination of Service. (a) If, prior to the Expiration Date, the Participant’s 's Service with the Company shall terminate (the date of termination being the “"Date of Termination”") by reason of a Normal Termination (as defined in the Plan), the Options for shares with respect to which the Company's Right of Repurchase has lapsed shall remain exercisable until the earlier of the Expiration Date or the day three (3) months after the Date of Termination Termination. All Options for shares with respect to which the Company's Right of Repurchase has not lapsed shall immediately terminate. As used herein, "Normal Termination" shall include the Participant's removal from the Board or failure to be re-elected to the extent Board (excluding the Options were vested and exercisable Participant's voluntary resignation from the Board, provided that a resignation from the Board required as part of the Date terms of Terminationa Corporate Transaction is hereby stipulated to be a removal from the Board), in each case at a time that the Participant's Service to the Company is solely as a member of the Board. (b) If the Participant’s 's Service with the Company shall cease prior to the Expiration Date by reason of death or disability, or the Participant shall die or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a), the Participant or the Participant’s 's legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, or the persons to which the Participant shall have transferred Options under Section 4, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options for shares with respect to which the extent that Company's Right of Repurchase has lapsed. All Options for shares with respect to which the Participant was entitled to exercise them on the date Company's Right of death or disabilityRepurchase has not lapsed shall immediately terminate. (c) If, prior to the Expiration Date, the Participant’s 's Service with the Company is terminated for “"Cause” " (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the ParticipantRepurchase Price (as defined in Section 8(b) below). If the Participant’s 's Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s 's rights with respect to the Options (whether or not the Company's Right of Repurchase has lapsed with respect thereto) shall be suspended during the period of investigation. (d) If, prior to the Expiration Date, the Participant’s 's Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, Options for shares with respect to which the extent then vested and exercisable as Company's Right of the Date of Termination, Repurchase has lapsed shall remain exercisable until the earlier of the Expiration Date or thirty (30) 30 days after the Date of Termination. All Options for shares with respect to which the Company's Right of Repurchase has not lapsed shall immediately terminate. (e) After the expiration of any exercise period described in any of Sections 3(a) - (d3(a)—(d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s 's rights hereunder, to the extent not previously exercised.

Termination of Service. (a) If, prior to the Expiration Datedate that this option shall first become exercisable, the ParticipantOptionee ceases to serve as a member of the Board of Directors of the Corporation and is not otherwise employed by the Corporation or any of its subsidiaries as an employee or independent contractor, the Optionee’s Service with the Company right to exercise this option shall terminate (and all rights hereunder shall cease. As used in this Agreement, the term “subsidiary” of the Corporation means any “subsidiary corporation” as defined in Section 424(f) of the Code and the term “disability” means “total and permanent disability,” as defined in Section 22(e) of the Code. If, on or after the date that this option shall first become exercisable, the Optionee, for any reason other than death or disability, ceases to serve as a member of the Board of Directors of the Corporation and is not otherwise employed by the Corporation or any of its subsidiaries as an employee or independent contractor, the Optionee shall have the right to exercise this option to the extent that it shall have been exercisable and unexercised on the date of such termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan)services, the Options shall remain exercisable until at any time on or before the earlier of: (i) the expiration date of the Expiration Date option, or the day (ii) three (3) months after the Date date of Termination such termination of employment, subject to any other limitation on the extent exercise of such option in effect at the Options were vested and exercisable as date of exercise. If, on or after the Date of Termination. (b) If date that this option shall first become exercisable, the Participant’s Service with the Company shall cease prior Optionee, due to the Expiration Date by reason of death or disability, ceases to serve as a member of the Board of Directors of the Corporation and is not otherwise employed by the Corporation or the Participant shall die or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a)its subsidiaries as an employee or independent contractor, the Participant Optionee or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant Optionee (as the case may be) or the person or persons to whom the Options option shall have been validly transferred by the executor or administrator pursuant to will or by the laws of descent and distribution, shall have the rightright to exercise this option, until at any time on or before the earlier of: (a) the expiration date of the Expiration Date or option, or, (b) one (1) year after from the date of the Optionee’s death or disability, to exercise the Options to the extent that the Participant it was entitled to exercise them exercisable and unexercised on the date of death or disability. (c) If, prior to the Expiration Date, the ParticipantOptionee’s Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigation. (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, subject to any other limitation on exercise in effect at the Options, to the extent then vested and exercisable as date of exercise. The transfer of the Date Optionee from one corporation to another among the Corporation and any of Terminationits subsidiaries, or a leave of absence with the written consent of the Corporation, shall remain exercisable until the earlier not be a termination of the Expiration Date or thirty (30) days after the Date services for purposes of Terminationthis option. (e) After the expiration of any exercise period described in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercised.

Termination of Service. (a) IfExcept as provided below, if the Grantee’s Service terminates for any reason prior to the Expiration Settlement Date, the Participant’s Service with the Company then all unvested PRSUs (or all unvested Actual PRSUs, as applicable) shall terminate (the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier of the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as of the Date of Terminationbe forfeited. (b) If the ParticipantGrantee’s Service with terminates due to Retirement at any time after 6 (six) months from the Company Grant Date but before the Settlement Date, then provided that the Grantee continuously remains in Retirement status after termination of Service, the Grantee shall cease prior continue to vest in all of the Grantee’s unvested PRSUs (or all unvested Actual PRSUs, as applicable) according to the Expiration Date by reason terms of death or disabilitythis Agreement as though the Grantee’s Service had not terminated. For clarity, or the Participant Grantee’s Actual PRSUs shall die or become disabled while entitled to exercise any be determined at the end of the Options pursuant to paragraph 3(a), the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after the date of death or disability, to exercise the Options Performance Period according to the extent that Performance Schedule based on actual performance, and such Actual PRSUs shall be settled at the Participant was entitled to exercise them on the date of death or disabilitytime specified in Section 4 hereof. (c) IfIf the Grantee’s Service terminates due to a Change in Control Termination after the Grant Date but before the end of the Performance Period, prior to then on the Expiration Datedate of the Grantee’s termination or, if later, on the effective date of the Change in Control, the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, Actual PRSUs shall be vested and settled according to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the ParticipantSection 4 hereof. If the ParticipantGrantee’s Service relationship with terminates due to a Change in Control Termination after the Company is suspended pending an investigation end of whether the Participant shall be terminated for CausePerformance Period but before the Settlement Date, then on the date of the Grantee’s termination (or, if later, on the effective date of the Change in Control), all of the ParticipantGrantee’s rights with respect Actual PRSUs shall become immediately vested and settled according to the Options shall be suspended during the period of investigationSection 4 hereof. (d) IfIn the event of the Grantee’s death or if the Committee’s determines, in its sole discretion, that the Grantee has become Disabled, in each case, after the Grant Date and prior to the Expiration end of the Performance Period, then, upon the date of the Grantee’s death or the date the Committee determines the Grantee is Disabled (for purposes of this paragraph, the “determination date”), the following percentage of the Target Number of PRSUs shall become immediately vested, be considered Actual PRSUs and, regardless of the Grantee’s deferral election, be settled as soon as reasonably practicable by the Company issuing shares of Stock to the Grantee (or the Grantee’s designated beneficiary or estate executor in the event of the Grantee’s death): the sum of (i) the Actual PRSUs earned with respect to any completed calendar year in the Performance Period as of the determination date, plus (ii) 100% of the Target Number of PRSUs allocated to any calendar year in the Performance Period that has not yet been completed as of the determination date. In the event the Grantee dies or becomes Disabled (as determined by the Committee in its sole discretion) on or after the end of the Performance Period and prior to (or on) the Settlement Date, the ParticipantGrantee shall be entitled to receive shares of Stock underlying all vested Actual PRSUs, and regardless of the Grantee’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disabilitydeferral election, the OptionsCompany, as soon as reasonably practicable, shall issue the applicable number of shares of Stock to the extent then vested and exercisable as Grantee (or the Grantee’s designated beneficiary or estate executor in the event of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of TerminationGrantee’s death). (e) After If the expiration of any exercise period described Grantee’s Service is terminated by the Company without Cause or by the Grantee for Good Reason, in any of Sections 3(a) - (d) hereof, or otherwise upon each case after the Expiration Date, Grant Date but before the Options shall terminate together with all end of the Participant’s rights hereunderPerformance Period (other than due to a Change in Control Termination), then a pro-rata portion of the PRSUs based on a fraction equal to the extent not previously exercisednumber of full calendar months that have elapsed from the first day of the Performance Period through and inclusive of the termination date divided by 36 shall remain eligible to vest at the end of the Performance Period according to the Performance Schedule based on actual performance, and such vested PRSUs shall be settled at the time specified in Section 4 hereof.

Termination of Service. (a) If, This Option shall terminate prior to the Expiration Date, Date should any of the Participantfollowing provisions become applicable: (a) If Optionee’s Service terminates for any reason (other than death or Disability) while this Option is outstanding, then Optionee shall have a period of ninety (90) days (starting with the Company shall terminate (the date of termination being the “Date of Termination”Service) by reason of a Normal Termination (as defined during which to exercise this Option, but in the Plan), the Options no event shall remain this Option be exercisable until the earlier of at any time after the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as of the Date of TerminationDate. (b) If the ParticipantOptionee’s Service with the Company shall cease prior to the Expiration Date terminates by reason of the Optionee’s death or disabilitywhile this Option is outstanding, or then the Participant shall die or become disabled while entitled to exercise any personal representative of the Options pursuant to paragraph 3(a), the Participant or the ParticipantOptionee’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly Option is transferred by the executor or administrator pursuant to Optionee’s will or in accordance with the laws of descent and distribution, distribution shall have the rightright to exercise this Option. Such right shall lapse, until and this Option shall cease to be outstanding, upon the earlier of (A) the Expiration Date or expiration of the one (1) year after period measured from the date of Optionee’s death or disability, to exercise (B) the Options to the extent that the Participant was entitled to exercise them on the date of death or disabilityExpiration Date. (c) IfIf Optionee’s Service terminates by reason of Disability while this Option is outstanding, prior then Optionee shall have a period of one (1) year (starting with the date of such termination of Service) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date, the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigation. (d) If, prior to Optionee’s date of termination of Service shall mean the Expiration Date, the Participantdate upon which Optionee’s Service with terminates or the Optionee ceases active performance of services for the Company is terminated other than or any Subsidiary, regardless of any notice period or period in lieu of notice of termination of employment, whether expressed or implied, and subject to Section 5. The Administrator shall have the exclusive discretion to determine when the Optionee’s Service terminates or when the Optionee has ceased active performance of services for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as purposes of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Terminationthis Option Agreement. (e) After During the limited period of post-Service exercisability, this Option may not be exercised in the aggregate for more than the number of vested Shares for which the Option is exercisable at the time of Optionee’s termination of Service. Upon the expiration of any such limited exercise period described in any of Sections 3(aor (if earlier) - (d) hereof, or otherwise upon the Expiration Date, the Options this Option shall terminate together and cease to be outstanding for any vested Shares for which the Option has not been exercised. However, this Option shall, immediately upon Optionee’s termination of Service for any reason, terminate and cease to be outstanding with all respect to any Shares in which Optionee is not otherwise at that time vested or for which this Option is not otherwise at that time exercisable. (f) If at any time (including after a notice of exercise has been delivered) the Administrator reasonably believes that Optionee has committed an act of misconduct as described in this Section 6(f), the Administrator may suspend the Optionee’s right to exercise this Option, pending a determination of whether an act of misconduct has been committed. If the Administrator determines that a Participant, other than an independent Director, has committed an act of embezzlement, fraud or breach of fiduciary duty, or if a Participant makes an unauthorized disclosure of any trade secret or confidential information of the Participant’s rights hereunderCompany or any of its Subsidiaries, or induces any customer to breach a contract with the Company or any of its Subsidiaries, then this Option shall terminate immediately and cease to be outstanding. Any determination by the Administrator with respect to the extent not previously exercisedforegoing shall be final, conclusive and binding on all interested parties. If Optionee holds the title of Vice President or above the determination of the Administrator shall be subject to the approval of the Board.

Termination of Service. The Option Term specified in Paragraph B shall expire (a) If, prior to the Expiration Date, the Participant’s Service with the Company shall terminate (the date of termination being the “Date of Termination”) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier of the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as of the Date of Termination. (b) If the Participant’s Service with the Company this option shall cease to be outstanding) prior to the Expiration Date by reason of death or disability, or the Participant shall die or become disabled while entitled to exercise should any of the Options pursuant to paragraph 3(a), following provisions become applicable: 1. Should the Participant or the Participant’s legal representative, or, in the case of Optionee's Service terminate for any reason (other than death, Permanent Disability or Misconduct) while this option is outstanding, then the executor or administrator period during which this option may be exercised shall be limited to the ninety (90)-day period measured from the date of termination. 2. Should the Optionee die while then the personal representative of the Optionee's estate of the Participant or the person or persons to whom the Options shall have been validly this option is transferred by the executor or administrator pursuant to the Optionee's will or in accordance with the laws of descent and distribution, shall have the right, until the earlier of the Expiration Date or one year after a twelve (12) month period (commencing with the date of death or disability, the Optionee's death) during which to exercise this option for any or all of the Options Option Shares exercisable at the time of death. 3. Should the Optionee's Service terminate by reason of Permanent Disability while this option is outstanding, then the period during which this option may be exercised shall be limited to the extent that twelve (12)-month period measured from the Participant was entitled to date of termination. 4. During the applicable post-Service exercise them period, this option may not be exercised in the aggregate for more than the number of Option Shares for which this option is exercisable on the date of death the Optionee's termination of Service. Upon the expiration of the applicable post-Service exercise period or disability(if earlier) upon the expiration of the Option Term, this option shall terminate and cease to be outstanding for any otherwise exercisable Option Shares for which this option has not been exercised. However, this option shall, immediately upon the Optionee's termination of Service, terminate and cease to be outstanding for any and all Option Shares for which this option is not otherwise at that time exercisable. (c) If, prior to 5. Should the Expiration Date, the Participant’s Optionee's Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for CauseMisconduct, all the Participant’s rights with respect then this option shall terminate immediately and cease to the Options shall be suspended during the period of investigationoutstanding. (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and 6. In no event shall this option be exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Termination. (e) After the expiration of any exercise period described in any of Sections 3(a) - (d) hereof, or otherwise upon the Expiration Date, the Options shall terminate together with all of the Participant’s rights hereunder, to the extent not previously exercisedOption Term.

Termination of Service. The option term specified in Section 2 shall terminate (aand this Option shall cease to be outstanding) If, prior to the Expiration DateDate should any of the following provisions become applicable: (i) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while this Option is outstanding, then the Participant’s Service with the Company shall terminate vested portion of this Option (on the date of termination being the “Date of Termination”Service) by reason of a Normal Termination (as defined in the Plan), the Options shall remain exercisable until the earlier of (i) the expiration of the three (3)-month period measured from the date of such cessation of Service or (ii) the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as of the Date of TerminationDate. (bii) If Should Optionee die while this Option is outstanding, then the ParticipantOptionee’s Service with the Company shall cease prior to the Expiration Date by reason of death or disability, or the Participant shall die or become disabled while entitled to exercise any of the Options pursuant to paragraph 3(a), the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, Beneficiary shall have the right, right to exercise this Option until the earlier of (A) the Expiration Date or one year after expiration of the twenty-four (24) month period measured from the date of Optionee’s death or disability, to exercise (B) the Options to the extent that the Participant was entitled to exercise them on the date of death or disabilityExpiration Date. (ciii) IfShould Optionee cease Service by reason of Permanent Disability while this Option is outstanding, prior to the Expiration Date, the Participant’s Service with the Company is terminated for “Cause” (as defined in the Plan), (i) unless otherwise provided by the Committee, the Options, to the extent not exercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant then this Option shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigation. (d) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated other than for Cause, a Normal Termination, death or disability, the Options, to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of (i) the expiration of the twenty-four (24) month period measured from the date of such cessation of Service or (ii) the Expiration Date or thirty (30) days after the Date of TerminationDate. (eiv) After During the applicable post-Service exercise period, this Option may not be exercised in the aggregate for more than the number of vested Option Shares for which the Option is exercisable on the date of Optionee’s cessation of Service, taking into account the special acceleration provisions in Section 6 below. Upon the expiration of any the applicable exercise period described in any of Sections 3(aor (if earlier) - (d) hereof, or otherwise upon the Expiration Date, the Options this Option shall terminate together with all and cease to be outstanding for any vested Option Shares for which the Option has not been exercised. However, this Option shall, immediately upon Optionee’s cessation of the ParticipantService for any reason other than due to Optionee’s rights hereunderdeath or Permanent Disability, terminate and cease to be outstanding to the extent this option is not previously exercisedotherwise at that time vested and exercisable, taking into account the special acceleration provisions in Section 6 below. (v) Should Optionee’s Service be terminated for Misconduct or should Optionee engage in Misconduct while this Option is outstanding, then this Option shall terminate immediately and cease to be outstanding.

Termination of Service. (a) IfIf the Optionee has a Termination of Service, prior to the Expiration Date, the Participant’s Service with the Company shall terminate (the date of termination being the “Date of Termination”) other than by reason of a Normal Termination (as defined in the Plan)death or Disability, the Options shall remain Option as then exercisable may be exercised by the Optionee during the 45-day period following the Termination of Service, or if earlier, the expiration of the term of the Option as provided under Paragraph 5 below; provided that, (i) if the Optionee dies during such 45-day period, the successor of the Optionee may exercise the Option until the earlier of (x) 12 months from the Expiration Date or the day three (3) months after the Date of Termination to the extent the Options were vested and exercisable as date of the Date Termination of TerminationService of the Optionee, or (y) the date on which the term of the Option expires in accordance with Paragraph 5 below, and (ii) if the Optionee has a Termination of Service for Cause, any Option not exercised in full prior to such Termination of Service shall be cancelled. (b) If In the Participant’s event the Optionee has a Termination of Service with the Company shall cease prior to the Expiration Date by reason on account of death or disabilityDisability, the Option as then exercisable may be exercised by the Optionee or the Participant shall die or become disabled while entitled to exercise any successor of the Options pursuant to paragraph 3(a)Optionee, the Participant or the Participant’s legal representative, or, in the case of death, the executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution, shall have the rightas applicable, until the earlier of the Expiration Date or one year after (i) 12 months from the date of death the Termination of Service of the Optionee, or disability, to exercise the Options to the extent that the Participant was entitled to exercise them on (ii) the date on which the term of death or disabilitythe Option expires in accordance with Paragraph 5 below. (c) If, prior to the Expiration Date, the Participant’s Service with the Company is terminated for “Cause” (Except as defined in the Plan), (i) unless otherwise provided by the CommitteeAdministrator, no Option (or portion thereof) which had not become exercisable at or before the Options, time of Termination of Service shall ever be or become exercisable. No provision of this Paragraph 4 is intended to or shall permit the exercise of the Option to the extent the Option was not exercised as exercisable upon Termination of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Common Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at its discretion for the exercise price of such shares paid by the Participant. If the Participant’s Service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant’s rights with respect to the Options shall be suspended during the period of investigationService. (d) If, prior Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 4 if the Optionee continues without interruption to serve thereafter as an officer or director of the Expiration DateCompany or in such other capacity as determined by the Administrator (or if no Administrator is appointed, the Participant’s Service with Board), and the Company is terminated other than for Cause, a Normal Termination, death or disability, termination of such successor service shall be treated as the Options, to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or thirty (30) days after the Date of Terminationapplicable termination. (e) After For purposes of this Agreement, a “Termination of Service” shall mean the expiration of any exercise period described in any of Sections 3(a) - (d) hereoftime when the employee-employer relationship or directorship, or otherwise upon other service relationship, between the Expiration DateOptionee and the Company (or an Affiliated Company) is terminated for any reason, with or without Cause, including, but not limited to, any termination by resignation, discharge, death or retirement. The Administrator, in its absolute discretion, shall determine the effects of all matters and questions relating to Termination of Service, including, but not limited to, the Options question of whether any Termination of Service was for Cause and all questions of whether particular leaves of absence constitute Terminations of Service. For this purpose, the service relationship shall terminate together with all be treated as continuing intact while the Optionee is on military leave, sick leave or other bona fide leave of absence (to be determined in the discretion of the Participant’s rights hereunder, to the extent not previously exercisedAdministrator).