Common use of Vesting and Exercise of Option Clause in Contracts

Vesting and Exercise of Option. The Option shall vest and become exercisable in increments in accordance with the schedule set forth below measured from the Grant Date provided that the Option shall vest and become exercisable with respect to an increment as specified only if there has not been a Termination of Employment of the Participant as of the specified date for such increment. (a) If the Board of Directors of the Corporation determines that the Corporation has attained certain performance goals that the Board of Directors will specify to Participant sufficiently in advance, then the Option shall fully-vest and be exercisable in three (3) equal installments of Eighty Thousand (80,000) shares of stock. The first installment of Eighty Thousand (80,000) shares of stock shall vest on the first anniversary of the Grant Date at the First Purchase Price and the remaining two installments of Eighty Thousand (80,000) shares of stock shall vest on the second and third anniversary of the Grant Date at the Second Purchase Price; or (b) the Option shall vest in full on August 25, 2006. The schedule set forth above is cumulative, so that Shares as to which the Option has become vested and exercisable on and after a date indicated by the schedule may be purchased pursuant to exercise of the Option at any subsequent date prior to termination of the Option. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of Participant's death or Disability, provided Participant has not incurred a Termination of Employment prior to such date. Notwithstanding the foregoing, fifty percent (50%) of the Option that has not yet vested shall become fully vested and exercisable, to the extent not already fully vested and exercisable, as of the effective date of a Corporate Reorganization or Change in Control, provided that the Optionee has not experienced a Termination of Employment prior to such date, unless in connection with the Corporate Reorganization or Change in Control the surviving entity or an affiliate assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the event of a Corporate Reorganization or Change in Control, the Corporation shall send the Optionee prior written notice of the effectiveness of such event and the last day on which the Optionee may exercise the Option. On or prior to the last day specified in such notice, the Optionee may, upon compliance with the terms of this Agreement, exercise the Option to the extent it is then vested, conditioned upon and subject to completion of the Corporate Reorganization or Change in Control. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M., eastern standard time, on the last day specified in such notice, conditioned upon and subject to the completion of the Corporate Reorganization. If the surviving entity in such Corporate Reorganization or Change in Control assumes or replaces the Option as described above, the proceeding provisions of this paragraph shall not apply; however, if there is an Involuntary Termination of Participant's employment within the eighteen (18) month period following the effective date of such Corporate Reorganization or Change in Control, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such termination.

Vesting and Exercise of Option. The Option shall vest be vested and become exercisable in increments in accordance with as follows from and after the schedule set forth below measured from grant date (the Grant “Commencement Date”): (i) One year after the Commencement Date provided that the Option shall will vest and become exercisable with respect to an increment as specified only if there has not been a Termination of Employment 25.0% of the Participant as Shares, rounded to the next highest whole number of Shares; and (ii) On the 25th day of each month thereafter, the Option will vest with respect to 2.0833% of the specified date for such increment. (a) If Shares, rounded to the Board next highest whole number of Directors of the Corporation determines that the Corporation has attained certain performance goals that the Board of Directors will specify to Participant sufficiently in advance, then the Option shall fully-vest and be exercisable in three (3) equal installments of Eighty Thousand (80,000) shares of stock. The first installment of Eighty Thousand (80,000) shares of stock shall vest on the first anniversary of the Grant Date at the First Purchase Price and the remaining two installments of Eighty Thousand (80,000) shares of stock shall vest on the second and third anniversary of the Grant Date at the Second Purchase Price; or (b) the Option shall vest in full on August 25, 2006. The schedule set forth above is cumulative, so that Shares as to which the Option has become vested and exercisable on and after a date indicated by the schedule may be purchased pursuant to exercise of the Option at any subsequent date prior to termination of the OptionShares. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, in the Option shall event of a Change in Control or Corporate Reorganization, the Option, at the sole discretion of the Company’s Board of Directors, may vest and become exercisable, to the extent not already vested and exercisable, on the date of Participant's death immediately prior to such Change in Control or DisabilityCorporate Reorganization, provided that Participant has not incurred a Termination of Employment Service prior to such date. Notwithstanding the foregoing, fifty percent (50%) of the Option that has not yet vested shall become fully vested and exercisable, to the extent not already fully vested and exercisable, as of the effective date of a Corporate Reorganization or Change in Control, provided that the Optionee has not experienced a Termination of Employment prior to such date, unless in connection with the Corporate Reorganization or Change in Control or Corporate Reorganization, unless the surviving entity in such Change in Control or an affiliate Corporate Reorganization assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the event of a Corporate Reorganization or Change in ControlControl or Corporate Reorganization, if the surviving entity does not assume or replace the Option, the Corporation Company shall send the Optionee Participant prior written notice of the effectiveness of such event Change in Control or Corporate Reorganization and the last day on which the Optionee Participant may exercise the Option, to the extent vested. On or prior to the last day specified in such notice, the Optionee Participant may, upon compliance with all of the terms of this AgreementAgreement and the Plan, exercise the Option with respect to any or all of the extent it is then vestedvested Shares, conditioned upon and subject to the completion of the Corporate Reorganization or Change in ControlControl or Corporate Reorganization. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M., eastern standard timeEastern Time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If the surviving entity in such Corporate Reorganization or Change in Control or Corporate Reorganization assumes or replaces the Option as described above, the proceeding preceding provisions of this paragraph shall not apply; however, if there is an Involuntary Termination of Participant's ’s employment within the eighteen period that commences thirty (1830) month period days prior to the effective date of such Change in Control or Corporate Reorganization and that ends twelve (12) months following the effective date of such Corporate Reorganization or Change in ControlControl or Corporate Reorganization, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such terminationInvoluntary Termination. Notwithstanding the foregoing, if Participant is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938 and the Option is intended to comply with the Worker Economic Opportunity Act of 2000, Participant may not exercise the Option, in whole or in part, prior to the date that is six (6) months after the Grant Date unless Participant has incurred a Termination of Service due to death, Disability or following attainment of age 65 or unless a Change in Control or Corporate Reorganization has occurred after the Grant Date.

Vesting and Exercise of Option. The Option shall vest and become exercisable in increments in accordance with the schedule set forth below measured from the Grant Date provided that the Option shall vest and become exercisable with respect to an increment as specified only if there has not been a Termination of Employment of the Participant as of the specified date for such increment. (a) If the Board of Directors of the Corporation determines that the Corporation has attained certain performance goals that the Board of Directors will specify to Participant sufficiently in advance, then the Option shall fully-vest and be exercisable in three (3) equal installments of Eighty Thousand (80,000) shares of stock. The first installment of Eighty Thousand (80,000) shares of stock shall vest on the first anniversary of the Grant Date at the First Purchase Price and the remaining two installments of Eighty Thousand (80,000) shares of stock shall vest on the second and third anniversary of the Grant Date at the Second Purchase Price; or (b) the Option shall vest in full on August 25, 2006. The schedule set forth above is cumulative, so that Shares and be exercisable as to which the Option has become vested and exercisable on and after a date indicated by the schedule may be purchased pursuant to exercise of the Option at any subsequent date prior to termination of the OptionGrant Date. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of Participant's death or Disability, provided Participant has not incurred a Termination of Employment prior to such date. Notwithstanding the foregoing, fifty percent (50%) of the Option that has not yet vested shall become fully vested and exercisable, to the extent not already fully vested and exercisable, as of the effective date of a Corporate Reorganization or Change in Control, provided that the Optionee has not experienced a Termination of Employment prior to such date, unless in connection with the Corporate Reorganization or Change in Control the surviving entity or an affiliate assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the event of a Corporate Reorganization or Change in Control, the Corporation shall send the Optionee prior written notice of the effectiveness of such event and the last day on which the Optionee may exercise the Option. On or prior to the last day specified in such notice, the Optionee may, upon compliance with the terms of this Agreement, exercise the Option to the extent it is then vested, conditioned upon and subject to completion of the Corporate Reorganization or Change in Control. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M., eastern standard time, on the last day specified in such notice, conditioned upon and subject to the completion of the Corporate Reorganization. If the surviving entity in such Corporate Reorganization or Change in Control assumes or replaces the Option as described above, the proceeding provisions of this paragraph shall not apply; however, if there is an Involuntary Termination of Participant's employment within the eighteen (18) month period following the effective date of such Corporate Reorganization or Change in Control, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such termination.

Vesting and Exercise of Option. The Option shall be vest and become exercisable in increments in accordance with as follows from and after [ ] [ ], [ ] (the schedule set forth below measured from the Grant Date provided that the Option shall vest and become exercisable with respect to an increment as specified only if there has not been a Termination of Employment of the Participant as of the specified date for such increment.“Commencement Date”): (a) If On [ ] [ ], [ ], the Board of Directors Option will vest with respect to 25.0% of the Corporation determines that Shares, rounded to the Corporation has attained certain performance goals that the Board next highest whole number of Directors will specify to Participant sufficiently in advance, then the Option shall fully-vest and be exercisable in three (3) equal installments of Eighty Thousand (80,000) shares of stock. The first installment of Eighty Thousand (80,000) shares of stock shall vest on the first anniversary of the Grant Date at the First Purchase Price and the remaining two installments of Eighty Thousand (80,000) shares of stock shall vest on the second and third anniversary of the Grant Date at the Second Purchase PriceShares; orand (b) On the [ ] day of each month thereafter, the Option shall will vest in full on August 25, 2006. The schedule set forth above is cumulative, so that Shares as with respect to which the Option has become vested and exercisable on and after a date indicated by the schedule may be purchased pursuant to exercise 2.0833% of the Option at any subsequent date prior Shares, rounded to termination the next highest whole number of the OptionShares. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, in the Option shall vest vent of a change in Control or Corporate Reorganization, the Option, at the sole discretion of the Company’s Board of Directors, may best and become exercisable, to the extent not already vested and exercisable, on the date of Participant's death immediately prior to such Change in Control or DisabilityCorporate Reorganization, provided that Participant has not incurred a Termination of Employment service prior to such date. Notwithstanding the foregoing, fifty percent (50%) of the Option that has not yet vested shall become fully vested and exercisable, to the extent not already fully vested and exercisable, as of the effective date of a Corporate Reorganization or Change in Control, provided that the Optionee has not experienced a Termination of Employment prior to such date, unless in connection with the Corporate Reorganization or Change in Control or Corporate Reorganization, unless the surviving entity in such Change in Control or an affiliate Corporate Reorganization assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the event vent of a change in Control or Corporate Reorganization Reorganization, if the surviving entity does not assume or Change in Controlreplace the Option, the Corporation Company shall send the Optionee Participant prior written notice of the effectiveness of such event Change in Control or Corporate Reorganization and the last day on which the Optionee Participant may exercise the Option, to the extent vested. On or prior to the last day specified in such notice, the Optionee Participant may, upon compliance with all of the terms of this AgreementAgreement and the Plan, exercise the Option with respect to any or all of the extent it is then vestedvested Shares, conditioned upon and subject to the completion of the Corporate Reorganization or Change in ControlControl or Corporate Reorganization. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M., eastern standard timeEastern Time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If the surviving entity in such Corporate Reorganization or Change in Control or Corporate Reorganization assumes or replaces the Option as described above, the proceeding preceding provisions of this paragraph shall not apply; however, however if there is an Involuntary Termination of Participant's ’s employment within the eighteen period that commences thirty (1830) month period days prior to the effective date of such Change in Control or Corporate Reorganization and that ends twelve (12) months following the effective date of such Corporate Reorganization or Change in ControlControl or Corporate Reorganization, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such terminationInvoluntary Termination. Notwithstanding the foregoing, if Participant is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938 and the Option is intended to comply with the Worker Economic Opportunity Act of 2000, Participant may not exercise the Option, in whole or in part, prior to the date that is six (6) months after the Grant Date unless Participant has incurred a Termination of Service due to death, Disability or following attainment of age 65 or unless a Change in Control or Corporate Reorganization has occurred after the Grant Date.

Vesting and Exercise of Option. The Option shall vest and become exercisable in increments in accordance with the schedule set forth below measured from following schedule: (a) on July 1, 2000, the Grant Date Option shall vest and become exercisable with respect to Two Hundred Thousand (200,000) Shares; (b) on July 1, 2001, the Option shall vest and become exercisable with respect to an additional Two Hundred Thousand (200,000) Shares; (c) on July 1, 2002, the Option shall vest and become exercisable with respect to the remaining Two Hundred Thousand (200,000) Shares. Except as provided that below, the Option shall vest and become exercisable with respect to an increment as specified above only if there the Optionee has not been incurred a Termination of Employment of the Participant as of the specified date for such increment. (a) If . In the event of a Corporate Reorganization or Change in Control, the surviving entity or an affiliate thereof shall assume the Option or replace the Option with an option of equivalent value and with comparable terms. In addition, in the event of a Corporate Reorganization or Change in Control, the Option shall continue to vest and become exercisable in accordance with the foregoing schedule on and after the effective date of such Corporate Reorganization or Change in Control regardless of whether the Optionee incurs a Termination of Employment on or after the effective date of such Corporate Reorganization or Change in Control. Notwithstanding the foregoing, the Option shall become fully vested and exercisable, to the extent not already fully vested and exercisable, on the date of the Optionee's Termination of Employment as a result of death or disability, which disability shall be determined by the Board of Directors of the Corporation determines that the Corporation has attained certain performance goals that the Board of Directors will specify to Participant sufficiently in advance, then the Option shall fully-vest and be exercisable in three (3) equal installments of Eighty Thousand (80,000) shares of stock. The first installment of Eighty Thousand (80,000) shares of stock shall vest on the first anniversary of the Grant Date at the First Purchase Price and the remaining two installments of Eighty Thousand (80,000) shares of stock shall vest on the second and third anniversary of the Grant Date at the Second Purchase Price; or (b) the Option shall vest in full on August 25, 2006its discretion. The schedule set forth above is cumulative, so that Shares as to which the Option has become vested and exercisable on and after a date indicated by the schedule may be purchased pursuant to exercise of the Option at any subsequent date prior to termination of the Option. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of Participant's death or Disability, provided Participant has not incurred a Termination of Employment prior to such date. Notwithstanding the foregoing, fifty percent (50%) of the Option that has not yet vested shall become fully vested and exercisable, to the extent not already fully vested and exercisable, as of the effective date of a Corporate Reorganization or Change in Control, provided that the Optionee has not experienced a Termination of Employment prior to such date, unless in connection with the Corporate Reorganization or Change in Control the surviving entity or an affiliate assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the event of a Corporate Reorganization or Change in Control, the Corporation shall send the Optionee prior written notice of the effectiveness of such event and the last day on which the Optionee may exercise the Option. On or prior to the last day specified in such notice, the Optionee may, upon compliance with the terms of this Agreement, exercise the Option to the extent it is then vested, conditioned upon and subject to completion of the Corporate Reorganization or Change in Control. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M., eastern standard time, on the last day specified in such notice, conditioned upon and subject to the completion of the Corporate Reorganization. If the surviving entity in such Corporate Reorganization or Change in Control assumes or replaces the Option as described above, the proceeding provisions of this paragraph shall not apply; however, if there is an Involuntary Termination of Participant's employment within the eighteen (18) month period following the effective date of such Corporate Reorganization or Change in Control, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such termination.

Vesting and Exercise of Option. The Option shall vest Subject to the terms and become exercisable in increments in accordance with the schedule conditions set forth below measured from the Grant Date provided that the Option shall vest and become exercisable with respect to an increment as specified only if there has not been a Termination of Employment of the Participant as of the specified date for such increment. (a) If the Board of Directors of the Corporation determines that the Corporation has attained certain performance goals that the Board of Directors will specify to Participant sufficiently in advance, then the Option shall fully-vest and be exercisable in three (3) equal installments of Eighty Thousand (80,000) shares of stock. The first installment of Eighty Thousand (80,000) shares of stock shall vest on the first anniversary of the Grant Date at the First Purchase Price and the remaining two installments of Eighty Thousand (80,000) shares of stock shall vest on the second and third anniversary of the Grant Date at the Second Purchase Price; or (b) the Option shall vest in full on August 25, 2006. The schedule set forth above is cumulative, so that Shares as to which the Option has become vested and exercisable on and after a date indicated by the schedule may be purchased pursuant to exercise of the Option at any subsequent date prior to termination of the Option. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoingherein, the Option shall vest be vested and become exercisable, exercisable according to the extent following schedule, provided, however, that Optionee is [an Employee] [a director who is not already vested and exercisable, an Employee] on the applicable date of Participant's death or Disabilityvesting: Anniversaries of Date of Grant Portion of Option Which Vests and Becomes Exercisable ___________ 1, provided Participant 201__ 33 1/3% ___________ 1, 201__ 33 1/3% ___________ 1, 201____ 33 1/3% With respect to any fractional shares resulting from the application of the 33 1/3% times the total amount of the shares subject to the Option, such fractional shares shall cumulate and be available to be exercised on the vesting of the last vesting date. If this is not possible, Employee will receive the cash value of any fractional shares which have vested on the last vesting date whose proportional exercise price has been paid. If Optionee is not incurred [an Employee] [a Termination director who is not an Employee] on the vesting date, the Option and the underlying shares of Employment prior to such dateClass ___ Common Stock shall be forfeited. Notwithstanding the foregoingforegoing schedule, fifty percent (50%) of the Option that has not yet vested all Options shall become fully vested and exercisable, to exercisable in full upon the extent not already fully vested and exercisable, as of the effective date occurrence of a Corporate Reorganization or Change in Control, provided that the Optionee has not experienced a Termination of Employment prior to such date, unless in connection with the Corporate Reorganization or Change in Control or if the surviving entity or an affiliate assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the event of Committee determines that a Corporate Reorganization or Change in ControlControl has occurred, if Optionee is [an Employee] [a director who is not an Employee] upon the Corporation shall send the Optionee prior written notice of the effectiveness occurrence or deemed occurrence of such event and the last day on which the Optionee may exercise the Option. On or prior to the last day specified in such notice, the Optionee may, upon compliance with the terms of this Agreement, exercise the Option to the extent it is then vested, conditioned upon and subject to completion of the Corporate Reorganization or Change in Control. To the extent practicable, such acceleration of vesting and exercisability shall occur in a manner and at a time which allows the Option is not so exercised, it shall terminate at 5:00 P.M., eastern standard time, on Optionee the last day specified ability to participate in such notice, conditioned upon and subject to the completion of the Corporate Reorganization. If the surviving entity in such Corporate Reorganization or Change in Control assumes or replaces with respect to the Option as described aboveshares of Class __ Common Stock to be received by Optionee. Notwithstanding the foregoing, in the proceeding provisions event of this paragraph shall not apply; however, if there is an Involuntary Termination of Participant's employment within the eighteen (18) month period following the effective date of such Corporate Reorganization or a Change in Control, the Committee may, in its discretion, cancel the Option shall vest and become exercisable, pay to the extent not already vested Optionee the value of the Option (the difference between the price per share of Class __ Common Stock received or to be received by Class A and exercisableClass B stockholders and the Option exercise price). In the event, on however, that at the date time of such terminationa Change in Control the exercise price of the Option equals or exceeds the price paid for a share of Class A Common Stock in connection with the Change in Control, the Committee may cancel the Option without the payment of consideration therefor.

Vesting and Exercise of Option. The Option shall vest and become exercisable in increments in accordance with the four-year schedule set forth below measured from the Grant Date below, provided that the Option shall vest and become exercisable with respect to an increment as specified only if there has not been a Termination of Employment of Participant is employed with the Participant as of Company on the specified date for such increment.: (a) If the Board of Directors of the Corporation determines that the Corporation has attained certain performance goals that the Board of Directors will specify to Participant sufficiently in advance, then the Option shall fully-vest and be exercisable in three (3) equal installments of Eighty Thousand (80,000) shares of stock. The first installment of Eighty Thousand (80,000) shares of stock shall vest on the first anniversary of the Grant Date at Date, the First Purchase Price and the remaining two installments of Eighty Thousand (80,000) shares of stock Option shall vest and become exercisable with respect to twenty-five percent (25%) of the Shares; and (b) on the second anniversary of the Grant Date, the Option shall vest and become exercisable with respect to an additional twenty-five percent (25%) of the Shares; and (c) on the third anniversary of the Grant Date at the Second Purchase Price; or (b) Date, the Option shall vest in full and become exercisable with respect to an additional twenty-five percent (25%) of the Shares; and (d) on August 25the fourth anniversary of the Grant Date, 2006the Option shall vest and become exercisable with respect to the remainder of the Shares. The schedule set forth above is cumulative, so that Shares as to which the Option has become vested and exercisable on and after a date indicated by the schedule may be purchased pursuant to exercise of the Option at any subsequent date prior to termination of the Option. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of Participant's death or Disability, provided that Participant has not incurred a Termination of Employment is employed by the Corporation on such date, or immediately prior to such date. Notwithstanding the foregoing, fifty percent (50%) of the Option that has not yet vested shall become fully vested and exercisable, to the extent not already fully vested and exercisable, as of the effective date of a Corporate Reorganization or Change in ControlControl or Corporate Reorganization, provided that Participant is employed by the Optionee has not experienced a Termination Corporation on the date of Employment prior to such date, unless in connection with the Corporate Reorganization or Change in Control the surviving entity or an affiliate assumes the Option or replaces the Option with an option of equivalent value and with comparable termsCorporate Reorganization. In the event of a Corporate Reorganization or Change in ControlControl or Corporate Reorganization, the Corporation shall send the Optionee Participant prior written notice of the effectiveness of such event and the last day on which the Optionee Participant may exercise the Option. On or prior to the last day specified in such notice, the Optionee Participant may, upon compliance with all of the terms of this AgreementAgreement and the Plan, exercise the Option with respect to any or all of the extent it is then vestedShares, conditioned upon and subject to the completion of the Corporate Reorganization or Change in ControlControl or Corporate Reorganization. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M.p.m., eastern standard time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If Unless the surviving entity Board or the Committee determines it is impracticable, the Corporation shall provide the notice required by this Section 2 ten (10) days prior to the effectiveness of such event and shall include in such the notice the valuation of the Shares in the Change of Control or Corporate Reorganization and other information the Board or Change in Control assumes or replaces the Option as described above, the proceeding provisions of this paragraph shall not apply; however, if there is an Involuntary Termination of Participant's employment within the eighteen (18) month period following the effective date of such Corporate Reorganization or Change in Control, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such terminationCommittee deems relevant.

Vesting and Exercise of Option. The Option shall vest and become exercisable in increments in accordance with the schedule set forth below measured from the Grant Date below, provided that the Option shall vest and become exercisable with respect to an increment as specified only if there the Optionee has not been incurred a Termination of Employment of prior to the Participant as of the specified date for such increment.vesting date: (a) If the Board of Directors of the Corporation determines that the Corporation has attained certain performance goals that the Board of Directors will specify to Participant sufficiently in advance, then the Option shall fully-vest and be become exercisable in three with respect to 50% of the Shares subject to the Option if and when the following conditions are met (3i) equal installments of Eighty Thousand (80,000) shares of stock. The first installment of Eighty Thousand (80,000) shares of stock shall vest on the first second anniversary of the Grant Date at has occurred, and (ii) following the First Purchase Price and Grant Date, the remaining two installments of Eighty Thousand (80,000) shares of stock shall vest closing price per Share on the second and third anniversary principal securities exchange on which the Shares are then traded has exceeded 120% of the Grant Date Exercise Price for at the Second Purchase Priceleast ten (10) consecutive trading days; orand (b) the Option shall vest in full and become exercisable with respect to the remaining 50% of the Shares subject to the Option if and when the following conditions are met (i) the second anniversary of the Grant Date has occurred, and (ii) following the Grant Date, the closing price per Share on August 25the principal securities exchange on which the Shares are then traded has exceeded 140% of the Exercise Price for at least ten (10) consecutive trading days. Notwithstanding the vesting provisions described above, 2006the Option shall vest and become exercisable with respect to 100% of the Shares upon the Optionee’s Termination of Employment if the Optionee’s Termination of Employment is due to his or her Retirement, death or Disability. The schedule set forth above is cumulative, so that Shares as to which the Option has become vested and exercisable on and after a date indicated by the schedule pursuant to (a) or (b) above may be purchased pursuant to exercise of the Option at any subsequent date prior to termination of the Option. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, the The Option shall vest and will become exercisable, to the extent not already vested and exercisable, on the date of Participant's death or Disabilityexercisable in full upon a Change in Control, provided Participant that Optionee has not incurred a Termination of Employment prior to such date. Notwithstanding the foregoing, fifty percent (50%) of the Option that has not yet vested shall become fully vested and exercisable, to the extent not already fully vested and exercisable, as of the effective date of a Corporate Reorganization or such Change in Control, provided that the Optionee has not experienced a Termination of Employment prior to such date, unless in connection with the Corporate Reorganization or Change in Control the surviving entity or an affiliate assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the event of a Corporate Reorganization or Change in Control, the Corporation shall Board, in its sole discretion, may send the Optionee prior written notice of the effectiveness of such event and the last day on which the Optionee may exercise the Option. On In such event, Optionee may, upon compliance with all of the terms of this Agreement and the Plan, purchase any or all of the Shares with respect to which the Option is vested and exercisable on or prior to the last day specified in such notice, the Optionee mayand, upon compliance with the terms of this Agreement, exercise the Option to the extent it is then vested, conditioned upon and subject to completion of the Corporate Reorganization or Change in Control. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M., eastern standard timeEastern Standard Time, on the last day specified in such notice. For purposes hereof, conditioned upon and subject to the completion of the Corporate Reorganization. If the surviving entity in such Corporate Reorganization or Change in Control assumes shall have the meaning set forth in the Plan, except in the case of a transaction described in clauses (1) or replaces the Option as described above(3) of paragraph (b) of such definition, the proceeding provisions of this paragraph shall not apply; however, if there is an Involuntary Termination of Participant's employment within the eighteen (18) month period following the effective date consummation of such Corporate Reorganization a transaction, rather than the approval by shareholders of the Corporation of such transaction or agreement to effect such a transaction, shall constitute a Change in Control, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such termination.

Vesting and Exercise of Option. The Option shall vest and ------------------------------ become exercisable in increments in accordance with the four-year schedule set forth below measured from _____________________ (the Grant Date "Commencement Date"), provided that the Option shall vest and become exercisable with respect to an increment as specified only if there has not been a Termination of Employment of Participant is employed with the Participant as of Corporation on the specified date for such increment.: (a) If On the Board of Directors first annual anniversary of the Corporation determines that the Corporation has attained certain performance goals that the Board of Directors will specify to Participant sufficiently in advance, then Commencement Date the Option shall fully-vest and be become fully exercisable in three with respect to twenty five percent (325%) equal installments of Eighty Thousand (80,000) shares of stock. The first installment of Eighty Thousand (80,000) shares of stock shall vest on the first anniversary of the Grant Date at the First Purchase Price and the remaining two installments of Eighty Thousand (80,000) shares of stock shall vest on the second and third anniversary of the Grant Date at the Second Purchase Price; orShares; (b) on the second annual anniversary of the Commencement Date, the Option shall vest in full and become exercisable with respect to an additional twenty five percent (25%) of the Shares; (c) on August the third annual anniversary of the Commencement Date, the Option shall vest and become exercisable with respect to an additional twenty five percent (25%) of the Shares; and (d) on the fourth annual anniversary of the Commencement Date, 2006the Option shall vest and become exercisable with respect to an additional twenty five percent (25%) of the Shares. The schedule set forth above is cumulative, so that Shares as to which the Option has become vested and exercisable on and after a date indicated by the schedule may be purchased pursuant to exercise of the Option at any subsequent date prior to termination of the Option. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, the Option shall vest and become exercisable, to the extent not already vested and exercisable, upon a Corporate Reorganization, provided that Participant is employed by the Corporation on the date of Participant's death or Disability, provided Participant has not incurred a Termination of Employment prior to such date. Notwithstanding the foregoing, fifty percent (50%) of the Option that has not yet vested shall become fully vested and exercisable, to the extent not already fully vested and exercisable, as of the effective date of a Corporate Reorganization or Change in Control, provided that the Optionee has not experienced a Termination of Employment prior to such date, unless in connection with the Corporate Reorganization or Change in Control the surviving entity or an affiliate assumes the Option or replaces the Option with an option of equivalent value and with comparable termsReorganization. In the event of a Corporate Reorganization or Change in ControlReorganization, the Corporation shall send the Optionee Participant prior written notice of the effectiveness of such event and the last day on which the Optionee Participant may exercise the Option. On Participant may, upon compliance with all of the terms of this Agreement and the Plan, purchase any or all of the Shares with respect to which the Option is vested and exercisable on or prior to the last day specified in such notice, the Optionee mayand, upon compliance with the terms of this Agreement, exercise the Option to the extent it is then vested, conditioned upon and subject to completion of the Corporate Reorganization or Change in Control. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M., eastern standard time, on the last day specified in such notice, conditioned upon and subject to the completion of the Corporate Reorganization. If the surviving entity in such Corporate Reorganization or Change in Control assumes or replaces the Option as described above, the proceeding provisions of this paragraph shall not apply; however, if there is an Involuntary Termination of Participant's employment within the eighteen (18) month period following the effective date of such Corporate Reorganization or Change in Control, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such termination.

Vesting and Exercise of Option. The Option shall vest and become exercisable in increments in accordance with as follows from and after ______ (the schedule set forth below measured from the Grant Date provided that the Option shall vest and become exercisable with respect to an increment as specified only if there has not been “Commencement Date”): (i) On _______, a Termination total of Employment one-third (1/3) of the Participant Shares shall vest; (ii) On _______, an additional one-third (1/3) of the Shares shall vest; and (iii) On _______, an additional one-third (1/3) of the Shares shall vest, such that full vesting is achieved as of the specified date for such increment. (a) If the Board of Directors of the Corporation determines that the Corporation has attained certain performance goals that the Board of Directors will specify to Participant sufficiently in advance, then the Option shall fully-vest and be exercisable in three (3) equal installments of Eighty Thousand (80,000) shares of stock. The first installment of Eighty Thousand (80,000) shares of stock shall vest on the first anniversary of the Grant Date at the First Purchase Price and the remaining two installments of Eighty Thousand (80,000) shares of stock shall vest on the second and third anniversary of the Grant Date at the Second Purchase Price; or (b) the Option shall vest in full on August 25, 2006. The schedule set forth above is cumulative, so that Shares as to which the Option has become vested and exercisable on and after a date indicated by the schedule may be purchased pursuant to exercise of the Option at any subsequent date prior to termination of the Option_______. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, the Participant may at any time prior to full vesting elect to exercise the Option to purchase the remaining number of Shares not yet purchased; provided, however, that Shares purchased with respect to any then-unvested portion of the Option shall take the form of Restricted Stock, which shall be subject to substantial risk of forfeiture consistent with the vesting schedule above. Such election shall be conditioned upon (a) the Participant’s execution of separate Restricted Stock Agreement (including related Stock Powers), which shall replace and supersede the terms of this Agreement, and (b) the Participant making the election set forth in Code section 83(b) with respect to the Restricted Stock. Notwithstanding the foregoing, in the event of a Change in Control or Corporate Reorganization the Option may, at the sole discretion of the Company’s Board of Directors, vest and become exercisable, to the extent not already vested and exercisable, on the date of Participant's death immediately prior to such Change in Control or DisabilityCorporate Reorganization, provided that Participant has not incurred a Termination of Employment Service prior to such date. Notwithstanding the foregoing, fifty percent (50%) of the Option that has not yet vested shall become fully vested and exercisable, to the extent not already fully vested and exercisable, as of the effective date of a Corporate Reorganization or Change in Control, provided that the Optionee has not experienced a Termination of Employment prior to such date, unless in connection with the Corporate Reorganization or Change in Control or Corporate Reorganization, unless the surviving entity in such Change in Control or an affiliate Corporate Reorganization assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the event of a Corporate Reorganization or Change in ControlControl or Corporate Reorganization, if the surviving entity does not assume or replace the Option, the Corporation Company shall send the Optionee Participant prior written notice of the effectiveness of such event Change in Control or Corporate Reorganization and the last day on which the Optionee Participant may exercise the OptionOption to the extent vested. On or prior to the last day specified in such notice, the Optionee Participant may, upon compliance with all of the terms of this AgreementAgreement and the Plan, exercise the Option with respect to any or all of the extent it is then vestedvested Shares, conditioned upon and subject to the completion of the Corporate Reorganization or Change in ControlControl or Corporate Reorganization. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M., eastern standard timeEastern Time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If the surviving entity in such Corporate Reorganization or Change in Control or Corporate Reorganization assumes or replaces the Option as described above, the proceeding preceding provisions of this paragraph shall not apply; however, if there is an Involuntary Termination of Participant's ’s employment within the eighteen period that commences thirty (1830) month period days prior to the effective date of such Change in Control or Corporate Reorganization and that ends twelve (12) months following the effective date of such Corporate Reorganization or Change in ControlControl or Corporate Reorganization, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such terminationInvoluntary Termination. Notwithstanding the foregoing, if Participant is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938 and the Option is intended to comply with the Worker Economic Opportunity Act of 2000, Participant may not exercise the Option, in whole or in part, prior to the date that is six (6) months after the Grant Date unless Participant has incurred a Termination of Service due to death, Disability or following attainment of age 65 or unless a Change in Control or Corporate Reorganization has occurred after the Grant Date.

Vesting and Exercise of Option. The Option shall vest and become exercisable in increments in accordance with the four-year schedule set forth below measured from the Grant Date Date, provided that the Option shall vest and become exercisable with respect to an increment as specified only if there the Option has not been a Termination of Employment of the Participant as of the specified date for terminated pursuant to Section 4 with respect to such increment.: (a) If the Board no portion of Directors of the Corporation determines that the Corporation has attained certain performance goals that the Board of Directors will specify to Participant sufficiently in advance, then the Option shall fully-vest and be or become exercisable in three (3) equal installments of Eighty Thousand (80,000) shares of stock. The first installment of Eighty Thousand (80,000) shares of stock shall vest on until the first anniversary of the Grant Date at the First Purchase Price and the remaining two installments of Eighty Thousand (80,000) shares of stock shall vest on the second and third anniversary of the Grant Date at the Second Purchase Price; or[ ]; (b) on [ ], the Option shall vest in full and become exercisable with respect to 25% of the Shares; (c) on August [ ], the Option shall vest and become exercisable with respect to an additional 25% of the Shares; (d) on [ ], 2006the Option shall vest and become exercisable with respect to an additional 25% of the Shares; and (e) on [ ], the Option shall vest and become exercisable with respect to an additional 25% of the Shares; and (f) notwithstanding the vesting provisions described above, the option shall vest and become exercisable with respect to 100% of the Shares if the Optionee’s Termination of Employment is on account of Retirement, death, or Disability. The schedule set forth above is cumulative, so that Shares as to which the Option has become vested and exercisable on and after a date indicated by the schedule may be purchased pursuant to exercise of the Option at any subsequent date prior to termination of the Option. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding Also notwithstanding the foregoing, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of Participant's death or Disabilityupon a Corporate Reorganization, provided Participant that Optionee has not incurred a Termination of Employment prior to such date. Notwithstanding the foregoing, fifty percent (50%) of the Option that has not yet vested shall become fully vested and exercisable, to the extent not already fully vested and exercisable, as of the effective date of a such Corporate Reorganization or Change in Control, provided that the Optionee has not experienced a Termination of Employment prior to such date, unless in connection with the Corporate Reorganization or Change in Control the surviving entity or an affiliate assumes the Option or replaces the Option with an option of equivalent value and with comparable termsReorganization. In the event of a Corporate Reorganization or Change in ControlReorganization, the Corporation shall send the Optionee prior written notice of the effectiveness of such event and the last day on which the Optionee may exercise the Option. On Optionee may, upon compliance with all of the terms of this Agreement and the Plan, purchase any or all of the Shares with respect to which the Option is vested and exercisable on or prior to the last day specified in such notice, the Optionee mayand, upon compliance with the terms of this Agreement, exercise the Option to the extent it is then vested, conditioned upon and subject to completion of the Corporate Reorganization or Change in Control. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M., eastern standard timeEastern Standard Time, on the last day specified in such notice, conditioned upon and subject to the completion of the Corporate Reorganization. If the surviving entity in such Corporate Reorganization or Change in Control assumes or replaces the Option as described above, the proceeding provisions of this paragraph shall not apply; however, if there is an Involuntary Termination of Participant's employment within the eighteen (18) month period following the effective date of such Corporate Reorganization or Change in Control, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such termination.

Vesting and Exercise of Option. The Option shall vest and become exercisable in increments in accordance with as follows from and after ______ (the schedule set forth below measured from the Grant Date provided that the Option shall vest and become exercisable with respect to an increment as specified only if there has not been “Commencement Date”): (i) On _______, a Termination total of Employment one-third (1/3) of the Participant Shares shall vest; (ii) On _______, an additional one-third (1/3) of the Shares shall vest; and (iii) On _______, an additional one-third (1/3) of the Shares shall vest, such that full vesting is achieved as of the specified date for such increment. (a) If the Board of Directors of the Corporation determines that the Corporation has attained certain performance goals that the Board of Directors will specify to Participant sufficiently in advance, then the Option shall fully-vest and be exercisable in three (3) equal installments of Eighty Thousand (80,000) shares of stock. The first installment of Eighty Thousand (80,000) shares of stock shall vest on the first anniversary of the Grant Date at the First Purchase Price and the remaining two installments of Eighty Thousand (80,000) shares of stock shall vest on the second and third anniversary of the Grant Date at the Second Purchase Price; or (b) the Option shall vest in full on August 25, 2006. The schedule set forth above is cumulative, so that Shares as to which the Option has become vested and exercisable on and after a date indicated by the schedule may be purchased pursuant to exercise of the Option at any subsequent date prior to termination of the Option_______. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, in the Option shall event of a Change in Control or Corporate Reorganization, the Option, at the sole discretion of the Company’s Board of Directors, may vest and become exercisable, to the extent not already vested and exercisable, on the date of Participant's death immediately prior to such Change in Control or DisabilityCorporate Reorganization, provided that Participant has not incurred a Termination of Employment Service prior to such date. Notwithstanding the foregoing, fifty percent (50%) of the Option that has not yet vested shall become fully vested and exercisable, to the extent not already fully vested and exercisable, as of the effective date of a Corporate Reorganization or Change in Control, provided that the Optionee has not experienced a Termination of Employment prior to such date, unless in connection with the Corporate Reorganization or Change in Control or Corporate Reorganization, unless the surviving entity in such Change in Control or an affiliate Corporate Reorganization assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the event of a Corporate Reorganization or Change in ControlControl or Corporate Reorganization, if the surviving entity does not assume or replace the Option, the Corporation Company shall send the Optionee Participant prior written notice of the effectiveness of such event Change in Control or Corporate Reorganization and the last day on which the Optionee Participant may exercise the Option, to the extent vested. On or prior to the last day specified in such notice, the Optionee Participant may, upon compliance with all of the terms of this AgreementAgreement and the Plan, exercise the Option with respect to any or all of the extent it is then vestedvested Shares, conditioned upon and subject to the completion of the Corporate Reorganization or Change in ControlControl or Corporate Reorganization. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M., eastern standard timeEastern Time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If the surviving entity in such Corporate Reorganization or Change in Control or Corporate Reorganization assumes or replaces the Option as described above, the proceeding preceding provisions of this paragraph shall not apply; however, if there is an Involuntary Termination of Participant's ’s employment within the eighteen period that commences thirty (1830) month period days prior to the effective date of such Change in Control or Corporate Reorganization and that ends twelve (12) months following the effective date of such Corporate Reorganization or Change in ControlControl or Corporate Reorganization, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such terminationInvoluntary Termination. Notwithstanding the foregoing, if Participant is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938 and the Option is intended to comply with the Worker Economic Opportunity Act of 2000, Participant may not exercise the Option, in whole or in part, prior to the date that is six (6) months after the Grant Date unless Participant has incurred a Termination of Service due to death, Disability or following attainment of age 65 or unless a Change in Control or Corporate Reorganization has occurred after the Grant Date.

Vesting and Exercise of Option. The (a) Subject to the terms of the Plan and this Agreement, the Option shall vest and become exercisable upon such date or dates, and subject to such conditions, as are described in increments in accordance with this Agreement, including, but not limited to, the schedule set forth below measured from terms of the Grant Date provided Notice. The Participant expressly acknowledges that the Option shall vest and become exercisable with respect to an increment only upon such terms and conditions as specified only if there has not been a Termination of Employment of are provided in this Agreement (including the Participant as of the specified date for such increment. (a) If the Board of Directors of the Corporation determines that the Corporation has attained certain performance goals that the Board of Directors will specify to Participant sufficiently terms set forth in advance, then the Option shall fully-vest and be exercisable in three (3) equal installments of Eighty Thousand (80,000) shares of stock. The first installment of Eighty Thousand (80,000) shares of stock shall vest on the first anniversary of the Grant Date at the First Purchase Price Notice) and the remaining two installments of Eighty Thousand (80,000) shares of stock shall vest on the second and third anniversary of the Grant Date at the Second Purchase Price; orPlan. (b) To the extent that the Option is vested but is not exercised, the Option shall vest accumulate and be exercisable by the Participant in full on August 25whole or in part at any time prior to the Expiration Date, 2006subject to the terms of the Plan and this Agreement. Upon the exercise of an Option in whole or in part, payment of the Option Price in accordance with the provisions of the Plan and this Agreement, and satisfaction of such other conditions as may be established by the Administrator, the Company shall promptly deliver to the Participant a certificate or certificates for the Shares purchased (or, in the case of uncertificated shares, other written evidence of ownership in accordance with Applicable Law shall be provided). The schedule set forth above is cumulative, so total number of Shares that Shares as to which the Option has become vested and exercisable on and after a date indicated by the schedule may be purchased pursuant to acquired upon exercise of the Option at any subsequent date prior shall be rounded down to termination the nearest whole share. Payment of the Option. The Option Price may be exercised at made in cash or cash equivalent; provided that, except where prohibited by the Administrator or any Applicable Law (and subject to such terms and conditions as may be established by the Administrator), payment may also be made (i) by delivery (by either actual delivery or attestation) of shares of Common Stock owned by the Participant for such time and from time to time to purchase up period, if any, as may be determined by the Administrator; (ii) by shares of Common Stock withheld upon exercise; (iii) by delivery of written notice of exercise to the number Company and delivery to a broker of Shares as written notice of exercise and irrevocable instructions to which it is then vested and exercisable. Notwithstanding promptly deliver to the foregoing, Company the amount of sale or loan proceeds to pay the Option Price; (iv) by such other payment methods as may be approved by the Administrator and which are acceptable under Applicable Law; and/or (v) by any combination of the foregoing methods. Shares delivered or withheld in payment of the Option Price shall vest and become exercisable, to the extent not already vested and exercisable, be valued at their Fair Market Value on the date of Participant's death or Disabilityexercise, provided Participant has not incurred a Termination of Employment prior to such date. Notwithstanding the foregoing, fifty percent (50%) of the Option that has not yet vested shall become fully vested and exercisable, to the extent not already fully vested and exercisable, as of the effective date of a Corporate Reorganization or Change determined in Control, provided that the Optionee has not experienced a Termination of Employment prior to such date, unless in connection with the Corporate Reorganization or Change in Control the surviving entity or an affiliate assumes the Option or replaces the Option with an option of equivalent value and with comparable terms. In the event of a Corporate Reorganization or Change in Control, the Corporation shall send the Optionee prior written notice of the effectiveness of such event and the last day on which the Optionee may exercise the Option. On or prior to the last day specified in such notice, the Optionee may, upon compliance accordance with the terms of the Plan. (c) If this AgreementOption is intended to qualify as an Incentive Option under Code Section 422, exercise the Participant hereby acknowledges that there is no assurance that the Option to the extent it is then vestedwill, conditioned upon and subject to completion of the Corporate Reorganization or Change in Controlfact, be treated as an Incentive Option under Code Section 422 even if designated as such. To the extent the this Option is not so exercised, it shall terminate at 5:00 P.M., eastern standard time, on the last day specified in such notice, conditioned upon and subject to the completion any other incentive stock options of the Corporate Reorganization. If Participant having an aggregate Fair Market Value in excess of $100,000 (determined as of the surviving entity Grant Date) first becomes exercisable in any year, such Corporate Reorganization or Change in Control assumes or replaces the Option options will not qualify as described above, the proceeding provisions of this paragraph shall not apply; however, if there is an Involuntary Termination of Participant's employment within the eighteen (18) month period following the effective date of such Corporate Reorganization or Change in Control, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such terminationincentive stock options under Code Section 422.

Vesting and Exercise of Option. The Option shall vest and become exercisable in increments in accordance with the three-year schedule set forth below measured from the Grant Date below, provided that the Option shall vest and become exercisable with respect to an increment as specified only if there has not been a Termination of Employment of Participant is employed with the Participant as of Corporation on the specified date for such increment.: (a) If the Board of Directors of the Corporation determines that the Corporation has attained certain performance goals that the Board of Directors will specify to Participant sufficiently in advance, then the Option shall fully-vest and be exercisable in three (3) equal installments of Eighty Thousand (80,000) shares of stock. The first installment of Eighty Thousand (80,000) shares of stock shall vest on the first anniversary of the Grant Date at Date, the First Purchase Price and the remaining two installments of Eighty Thousand (80,000) shares of stock Option shall vest and become exercisable with respect to thirty-three and one-third percent (331/3%) of the Shares; and (b) on the second anniversary of the Grant Date, the Option shall vest and become exercisable with respect to an additional thirty-three and one-third percent (331/3%) of the Shares; and (c) on the third anniversary of the Grant Date at the Second Purchase Price; or (b) Date, the Option shall vest in full on August 25, 2006and become exercisable with respect to the remainder of the Shares. The schedule set forth above is cumulative, so that Shares as to which the Option has become vested and exercisable on and after a date indicated by the schedule may be purchased pursuant to exercise of the Option at any subsequent date prior to termination of the Option. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of Participant's death or Disability, provided that Participant has not incurred a Termination of Employment is employed by the Corporation on such date, or immediately prior to such date. Notwithstanding the foregoing, fifty percent (50%) of the Option that has not yet vested shall become fully vested and exercisable, to the extent not already fully vested and exercisable, as of the effective date of a Corporate Reorganization or Change in ControlControl or Corporate Reorganization, provided that Participant is employed by the Optionee has not experienced a Termination Corporation on the date of Employment prior to such date, unless in connection with the Corporate Reorganization or Change in Control the surviving entity or an affiliate assumes the Option or replaces the Option with an option of equivalent value and with comparable termsCorporate Reorganization. In the event of a Corporate Reorganization or Change in ControlControl or Corporate Reorganization, the Corporation shall send the Optionee Participant prior written notice of the effectiveness of such event and the last day on which the Optionee Participant may exercise the Option. On or prior to the last day specified in such notice, the Optionee Participant may, upon compliance with all of the terms of this AgreementAgreement and the Plan, exercise the Option with respect to any or all of the extent it is then vestedShares, conditioned upon and subject to the completion of the Corporate Reorganization or Change in ControlControl or Corporate Reorganization. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M.p.m., eastern standard time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If Unless the surviving entity Board or the Committee determines it is impracticable, the Corporation shall provide the notice required by this Section 2 ten (10) days prior to the effectiveness of such event and shall include in such the notice the valuation of the Shares in the Change of Control or Corporate Reorganization and other information the Board or Change in Control assumes or replaces the Option as described above, the proceeding provisions of this paragraph shall not apply; however, if there is an Involuntary Termination of Participant's employment within the eighteen (18) month period following the effective date of such Corporate Reorganization or Change in Control, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such terminationCommittee deems relevant.

Vesting and Exercise of Option. The Option shall vest and become exercisable in increments in accordance with the three-year schedule set forth below measured from the Grant Date below, provided that the Option shall vest and become exercisable with respect to an increment as specified only if there has not been a Termination of Employment of Participant is employed with the Participant as of Company on the specified date for such increment.: (a) If the Board of Directors of the Corporation determines that the Corporation has attained certain performance goals that the Board of Directors will specify to Participant sufficiently in advance, then the Option shall fully-vest and be exercisable in three (3) equal installments of Eighty Thousand (80,000) shares of stock. The first installment of Eighty Thousand (80,000) shares of stock shall vest on the first anniversary of the Grant Date at Date, the First Purchase Price and the remaining two installments of Eighty Thousand (80,000) shares of stock Option shall vest and become exercisable with respect to thirty-three and one-third percent (331/3%) of the Shares; and (b) on the second anniversary of the Grant Date, the Option shall vest and become exercisable with respect to an additional thirty-three and one-third percent (331/3%) of the Shares; and (c) on the third anniversary of the Grant Date at the Second Purchase Price; or (b) Date, the Option shall vest in full on August 25, 2006and become exercisable with respect to the remainder of the Shares. The schedule set forth above is cumulative, so that Shares as to which the Option has become vested and exercisable on and after a date indicated by the schedule may be purchased pursuant to exercise of the Option at any subsequent date prior to termination of the Option. The Option may be exercised at any time and from time to time to purchase up to the number of Shares as to which it is then vested and exercisable. Notwithstanding the foregoing, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of Participant's death or Disability, provided that Participant has not incurred a Termination of Employment is employed by the Corporation on such date, or immediately prior to such date. Notwithstanding the foregoing, fifty percent (50%) of the Option that has not yet vested shall become fully vested and exercisable, to the extent not already fully vested and exercisable, as of the effective date of a Corporate Reorganization or Change in ControlControl or Corporate Reorganization, provided that Participant is employed by the Optionee has not experienced a Termination Corporation on the date of Employment prior to such date, unless in connection with the Corporate Reorganization or Change in Control the surviving entity or an affiliate assumes the Option or replaces the Option with an option of equivalent value and with comparable termsCorporate Reorganization. In the event of a Corporate Reorganization or Change in ControlControl or Corporate Reorganization, the Corporation shall send the Optionee Participant prior written notice of the effectiveness of such event and the last day on which the Optionee Participant may exercise the Option. On or prior to the last day specified in such notice, the Optionee Participant may, upon compliance with all of the terms of this AgreementAgreement and the Plan, exercise the Option with respect to any or all of the extent it is then vestedShares, conditioned upon and subject to the completion of the Corporate Reorganization or Change in ControlControl or Corporate Reorganization. To the extent the Option is not so exercised, it shall terminate at 5:00 P.M.p.m., eastern standard time, on the last day specified in such notice, conditioned upon and subject to the completion of the Change in Control or Corporate Reorganization. If Unless the surviving entity Board or the Committee determines it is impracticable, the Corporation shall provide the notice required by this Section 2 ten (10) days prior to the effectiveness of such event and shall include in such the notice the valuation of the Shares in the Change of Control or Corporate Reorganization and other information the Board or Change in Control assumes or replaces the Option as described above, the proceeding provisions of this paragraph shall not apply; however, if there is an Involuntary Termination of Participant's employment within the eighteen (18) month period following the effective date of such Corporate Reorganization or Change in Control, the Option shall vest and become exercisable, to the extent not already vested and exercisable, on the date of such terminationCommittee deems relevant.