Common use of Vesting and Expiration Clause in Contracts

Vesting and Expiration. The Option shall vest and become exercisable at a rate of one third per year (rounded up to the nearest whole Share) commencing on [FIRST VESTING DATE] and annually thereafter on [SECOND VESTING DATE] and [THIRD VESTING DATE], provided that Grantee’s employment has not terminated on or before such date unless one of the exceptions in this Section 3 is met. Subject to the provisions below and the terms of the Plan, the right to exercise the Option shall expire on [EXPIRATION DATE IN 10 YEARS]. Notwithstanding the foregoing, in the event that on the expiration date (i) the exercise of the Option is prohibited by applicable law or (ii) Shares may not be purchased or sold by you due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the expiration date shall be delayed until 30 days following the end of the legal prohibition, black-out period or lock-up agreement. If your employment with the Company or any of its subsidiaries terminates for any reason other than death, Retirement, Disability or a Qualifying Termination, each as defined below and determined by the Committee in accordance with the Plan, then as of the date of such termination this Option shall expire as to any portion which has not yet become vested and exercisable, meaning that you shall forfeit such portion in exchange for no additional consideration or payment. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your death, Disability or a Qualifying Termination, each as determined by the Committee in accordance with the Plan, then any portion of this Option which has yet to become vested and exercisable shall become immediately vested and exercisable. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your Retirement and you deliver a signed long term incentive vesting/forfeiture agreement to the Company in a form acceptable to the Company (except when such an agreement is prohibited by governing law as determined by the Company), then any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph. Notwithstanding the foregoing and regardless of reason for termination, under all circumstances other than your Qualifying Termination, any Option held less than one year from [DATE] shall be forfeited[; provided, however, in the event of your Retirement, this one-year holding requirement may be waived by the Committee, in its sole and absolute discretion and any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph]1. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this Option, then any portion of this Option which has yet to become vested and exercisable and which has not otherwise been forfeited pursuant to the provisions of this Section 3 shall become immediately vested and exercisable. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are Retirement eligible, you shall forfeit your right to receive any unvested portion of this Option, unless otherwise prohibited by law. To the extent that this Option is exercisable after your termination of employment, after taking into account the vesting provisions set forth in this Section 3, then this Option shall expire three (3) months following your termination of employment; provided, that if such termination occurred on account of your death, Retirement, Disability, or a Qualifying Termination, the Option shall expire on its original expiration date.

Vesting and Expiration. The Option Options shall vest and become exercisable at a rate of one third per year (rounded up to the nearest whole Share) commencing in such manner and on [FIRST VESTING DATE] and annually thereafter on [SECOND VESTING DATE] and [THIRD VESTING DATE], provided that Grantee’s employment has not terminated on or before such date unless one or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “Option Period”); provided, however, that the Option Period shall not exceed five years from the Date of Grant in the case of an Incentive Stock Option granted to a Participant who on the Date of Grant owns shares representing more than 10% of the exceptions total combined voting power of all classes of shares of the Company or any related corporation (as determined in this accordance with Treasury Regulation Section 3 is met. Subject to 1.422-2(f)); provided, further, that notwithstanding any vesting dates set by the provisions below and Committee, the Committee may, in its sole discretion, accelerate the exercisability of any Option, which acceleration shall not affect the terms and conditions of such Option other than with respect to exercisability. Unless otherwise provided by the Plan, Committee in an Award agreement: (i) the right to exercise the unvested portion of an Option shall expire on [EXPIRATION DATE IN 10 YEARS]. Notwithstanding upon termination of employment or service of the foregoingParticipant granted the Option, in and the event that on vested portion of such Option shall remain exercisable for (A) one year following termination of employment or service by reason of such Participant’s death or disability (as determined by the Committee), but not later than the expiration date of the Option Period or (iB) 90 days following termination of employment or service for any reason other than such Participant’s death or disability, and other than such Participant’s termination of employment or service for Cause, but not later than the expiration of the Option Period; and (ii) both the unvested and the vested portion of an Option shall expire upon the termination of the Participant’s employment or service by the Company for Cause. If the Option would expire at a time when the exercise of the Option is prohibited by would violate applicable law or (ii) Shares may not be purchased or sold by you due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Companylaws, the expiration date shall applicable to the Option will be delayed until 30 automatically extended to a date that is thirty (30) calendar days following the end date such exercise would no longer violate applicable securities laws (so long as such extension shall not violate Section 409A of the legal prohibition, black-out period or lock-up agreement. If your employment with the Company or any of its subsidiaries terminates for any reason other than death, Retirement, Disability or a Qualifying Termination, each as defined below and determined by the Committee in accordance with the Plan, then as of the date of such termination this Option shall expire as to any portion which has not yet become vested and exercisable, meaning that you shall forfeit such portion in exchange for no additional consideration or payment. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your death, Disability or a Qualifying Termination, each as determined by the Committee in accordance with the Plan, then any portion of this Option which has yet to become vested and exercisable shall become immediately vested and exercisable. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your Retirement and you deliver a signed long term incentive vesting/forfeiture agreement to the Company in a form acceptable to the Company (except when such an agreement is prohibited by governing law as determined by the CompanyCode), then any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph. Notwithstanding the foregoing and regardless of reason for termination, under all circumstances other than your Qualifying Termination, any Option held less than one year from [DATE] shall be forfeited[; provided, however, in the event of your Retirement, this one-year holding requirement may be waived by the Committee, in its sole and absolute discretion and any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph]1. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this Option, then any portion of this Option which has yet to become vested and exercisable and which has not otherwise been forfeited pursuant to the provisions of this Section 3 shall become immediately vested and exercisable. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are Retirement eligible, you shall forfeit your right to receive any unvested portion of this Option, unless otherwise prohibited by law. To the extent that this Option is exercisable after your termination of employment, after taking into account the vesting provisions set forth in this Section 3, then this Option shall expire three (3) months following your termination of employment; provided, that if in no event shall such termination occurred on account expiration date be extended beyond the expiration of your death, Retirement, Disability, or a Qualifying Termination, the Option shall expire on its original expiration datePeriod.

Vesting and Expiration. The Option shall vest and become exercisable at a rate of one third fifth per year (rounded up to the nearest whole Share) commencing on [FIRST VESTING DATE] December 23, 2021 and annually thereafter ending on [SECOND VESTING DATE] and [THIRD VESTING DATE]December 23, 2025, provided that Grantee’s employment has not terminated on or before such date unless one of the exceptions in this Section 3 is met. Any portion of the Option that is or becomes vested shall only be exercisable if, at any time during the period between the Grant Date and December 23, 2025, the reported closing price per share of Company common stock is at least twenty-five percent (25%) above the Exercise Price (as such price may be adjusted pursuant to the terms of this Option and the Plan) for twenty (20) consecutive trading days, and shall be otherwise forfeited on December 23, 2025. Subject to the provisions below and the terms of the Plan, the right to exercise the Option shall expire on [EXPIRATION DATE IN 10 YEARS]December 23, 2030. Notwithstanding the foregoing, in the event that on the expiration date (i) the exercise of the Option is prohibited by applicable law or (ii) Shares may not be purchased or sold by you due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the expiration date shall be delayed until 30 days following the end of the legal prohibition, black-out period or lock-up agreement. If your employment with the Company or any of its subsidiaries terminates for any reason other than death, Retirement, Disability or a Qualifying Termination, each as defined below and determined by the Committee in accordance with the Plan, then as of the date of such termination this Option shall expire as to any portion which has not yet become vested and exercisablevested, meaning that you shall forfeit such portion in exchange for no additional consideration or payment. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your death, Disability or a Qualifying Termination, each as determined by the Committee in accordance with the Plan, then any portion of this Option which has yet to become vested and or exercisable shall become immediately vested and exercisable. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your Retirement and you deliver a signed long term incentive vesting/forfeiture agreement to the Company in a form acceptable to the Company (except when such an agreement is prohibited by governing law as determined by the Company), then any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph. Notwithstanding the foregoing and regardless of reason for termination, under all circumstances other than your Qualifying Termination, any Option held less than one year from [DATE] the Grant Date shall be forfeited[; provided, however, in the event of your Retirement, this one-year holding requirement may be waived by the Committee, in its sole and absolute discretion and any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph]1. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this Option, then any portion of this Option which has yet to become vested and exercisable and which has not otherwise been forfeited pursuant to the provisions of this Section 3 shall become immediately vested and exercisable. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are Retirement eligible, you shall forfeit your right to receive any unvested portion of this Option, unless otherwise prohibited by law. To the extent that this Option is exercisable after vested as of the date of your termination of employment, after taking into account the vesting provisions set forth in this Section 3, then this Option shall expire on the later of (i) three (3) months following your termination of employment, (ii) three (3) months following the date on which this Option becomes exercisable, or (iii) on December 23, 2025; provided, that if such termination occurred on account of your death, Retirement, Disability, or a Qualifying Termination, the Option shall expire on its original expiration date.

Vesting and Expiration. The Option shall vest and become exercisable at a rate of one third of the total number of Shares granted per year (rounded up to the nearest whole Share) commencing on [FIRST VESTING DATEDATE IN ONE YEAR] and annually thereafter on with [SECOND FINAL VESTING DATE] and [THIRD VESTING DATEDATE IN THREE YEARS], provided that GranteeXxxxxxx’s employment has not terminated on or before such date unless one of the exceptions in this Section 3 is met. Subject to the provisions below and the terms of the Plan, the right to exercise any vested portion of the Option shall expire on [EXPIRATION DATE IN 10 YEARS]. Notwithstanding the foregoing, in the event that on the expiration date (i) the exercise of the Option is prohibited by applicable law or (ii) Shares may not be purchased or sold by you due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the expiration date shall be delayed until 30 days following the end of the legal prohibition, black-out period or lock-up agreement. If your employment with the Company or any of its subsidiaries terminates for any reason other than death, Retirement, Disability or a Qualifying Termination, or a termination for Cause, each as defined below and determined by the Committee in accordance with the Plan, then as of the date of such termination this Option shall expire as to any portion which has not yet become vested and exercisable, meaning that you shall forfeit such portion in exchange for no additional consideration or payment. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your death, Disability or a Qualifying Termination, each as determined by the Committee in accordance with the Plan, then any portion of this Option which has yet to become vested and exercisable shall become immediately vested and exercisable. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your Retirement and you deliver a signed long term incentive vesting/forfeiture agreement to the Company in a form acceptable to the Company (except when such an agreement is prohibited by governing law as determined by the Company), then any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company is terminated for Cause, regardless of whether you are Retirement eligible, you shall forfeit your right to receive any unvested or unexercised portion of this Option in exchange for no additional consideration or payment, unless otherwise prohibited by law. Notwithstanding the foregoing and regardless of reason for termination, under all circumstances other than your Qualifying Termination, any Option held less than one year from [DATE] shall be forfeitedforfeited for no additional consideration or payment[; provided, however, in the event of your Retirement, this one-year holding requirement may be waived by the Committee, in its sole and absolute discretion and any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph]1. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this Option, then any portion of this Option which has yet to become vested and exercisable and which has not otherwise been forfeited pursuant to the provisions of this Section 3 shall become immediately vested and exercisable. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are Retirement eligible, you shall forfeit your right to receive any unvested portion of this Option, unless otherwise prohibited by law. To the extent that this Option is exercisable after your termination of employment, after taking into account the vesting provisions set forth in this Section 3, then this Option shall expire three (3) months following your termination of employment; provided, that if such termination occurred on account of your death, Retirement, Disability, or a Qualifying Termination, the Option shall expire on its original expiration date; provided further, that if such termination occurred for Cause, the Option shall expire on the date of termination of emplyoment.

Vesting and Expiration. The Option shall vest and become exercisable at a rate of one third per year (rounded up to the nearest whole Share) on [VESTING DATE] of each year, commencing on with [FIRST VESTING DATEDATE IN ONE YEAR] and annually thereafter on ending with [SECOND FINAL VESTING DATE] and [THIRD VESTING DATEDATE IN THREE YEARS], provided that Grantee’s employment has not terminated on or before such date unless or one of the exceptions in this Section 3 is are met. Subject to the provisions below and the terms of the Plan, the right to exercise the Option shall expire on [EXPIRATION DATE IN 10 YEARSTEN YEARS FROM GRANT DATE]. Notwithstanding the foregoing, in the event that on the expiration date (i) the exercise of the Option is prohibited by applicable law or (ii) Shares may not be purchased or sold by you due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the expiration date term shall be delayed until extended for a period of 30 days following the end of the legal prohibition, black-out period or lock-up agreement. If your employment with the Company or any of its subsidiaries terminates for any reason other than death, Retirement, Disability or a Qualifying TerminationTermination within two (2) years following a Change of Control of the Company, each as defined below and determined by the Committee in accordance with the Plan, then as of the date of such termination this Option shall expire as to any portion which has not yet then become vested and exercisable, meaning that you shall forfeit such portion in exchange for no additional consideration or payment. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your death, Disability or a Qualifying TerminationTermination within two (2) years following a Change of Control of the Company, each as determined by the Committee in accordance with the Plan, then any portion of this Option which has yet to become vested and exercisable shall become immediately vested and exercisable. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with you Retire from the Company or any of its subsidiaries terminates by reason of your Retirement and you deliver a signed long term incentive vesting/forfeiture agreement to the Company in a form acceptable to the Company (except when such an agreement is prohibited by governing law as determined by the Company), then any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph. Notwithstanding the foregoing and regardless of reason for termination, under all circumstances other than your Qualifying TerminationTermination within two (2) years following a Change of Control, any Option held less than one year from [DATE] shall the Grant Date will be forfeited[; provided, however, in the event of your Retirement, this one-year holding requirement may be waived by the Committee, in its sole and absolute discretion discretion, and any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph]1. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this Option, then any portion of this Option which has yet to become vested and exercisable and which has not otherwise been forfeited pursuant to the provisions of this Section 3 shall become immediately vested and exercisable. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are Retirement retirement eligible, you shall will forfeit your right to receive any unvested portion of this OptionOptions, unless otherwise prohibited by law. To the extent that this Option is exercisable after your termination of employment, after taking into account the vesting provisions set forth in this Section 3, then following such termination of employment this Option shall will expire three (3) months following your termination of employment; provided, that if such termination occurred on account of your death, Retirement, Disability, or a Qualifying TerminationTermination within two (2) years following a Change of Control of the Company, the Option shall will expire on its original expiration date. 1 May be added for some officers.

Vesting and Expiration. The Option shall vest and become exercisable at a rate of one third per year (rounded up to the nearest whole Share) on March 6th of each year, commencing on with [FIRST VESTING DATEANNIVERSARY] and annually thereafter on [SECOND VESTING DATE] and ending with [THIRD VESTING DATEANNIVERSARY], provided that Grantee’s employment has not terminated on or before such date unless one of the exceptions in this Section 3 is metdate. Subject to the provisions below and the terms of the Planbelow, the right to exercise the Option shall expire on [EXPIRATION DATE IN 10 YEARSTEN YEARS FROM GRANT DATE]. Notwithstanding the foregoing, in the event that on the expiration date (i) the exercise of the Option is prohibited by applicable law or (ii) Shares may not be purchased or sold by you due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the expiration date shall be delayed until 30 days following the end of the legal prohibition, black-out period or lock-up agreement. If your employment with the Company or any of its subsidiaries terminates for any reason other than death, Retirement, Disability or a Qualifying Termination, each Termination within two (2) years following a Change of Control of the Company as defined below and determined by the Committee in accordance with the Plan, Plan then as of the date of such termination this Option shall expire as to any portion which has not yet then become vested and exercisable, meaning that you shall forfeit such portion in exchange for no additional consideration or payment. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your death, Disability or a Qualifying Termination, each Termination within two (2) years following a Change of Control of the Company as determined by the Committee in accordance with the Plan, then any portion of this Option which has yet to become vested and exercisable shall become immediately vested and exercisable. If However, if prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with you Retire from the Company or any of its subsidiaries terminates by reason of your Retirement and you deliver a signed long term incentive vesting/forfeiture non-competition agreement to the Company in a form acceptable to the Company (except when such an agreement is prohibited by governing law as determined by the Company), then any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph. Notwithstanding the foregoing and regardless of reason for termination, under Under all circumstances other than your Qualifying Terminationcircumstances, any Option held less than one year from [DATE] shall the Grant Date will be forfeited[; provided, however, in the event of your Retirement, this one-year holding requirement may be waived by the Committee, in its sole and absolute discretion and any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph]1. Nothing in the Plan or this Agreement Option confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this Option, then any portion of this Option which has yet to become vested and exercisable and which has not otherwise been forfeited pursuant to the provisions of this Section 3 shall become immediately vested and exercisable. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are Retirement eligible, you shall forfeit your right to receive any unvested portion of this Option, unless otherwise prohibited by law. To the extent that this Option is exercisable after your termination of employment, after taking into account the vesting provisions set forth in this Section 3, then following such termination of employment this Option shall will expire on the earlier of (a) three (3) months following your termination of employment, if such termination occurred other than on account of death, Retirement or Disability, or a Qualifying Termination within two (2) years following a Change of Control of the Company; providedor (b) the third (3rd) anniversary of your final vest date, that if such termination occurred on account of your death, Retirement, Disability, or a Qualifying Termination, Termination within two (2) years following a Change of Control of the Option shall expire on its original expiration dateCompany.

Vesting and Expiration. The Option Options shall vest and become exercisable at a rate of one third per year (rounded up to the nearest whole Share) commencing in such manner and on [FIRST VESTING DATE] and annually thereafter on [SECOND VESTING DATE] and [THIRD VESTING DATE], provided that Grantee’s employment has not terminated on or before such date unless one or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “Option Period”); provided, however, that the Option Period shall not exceed five years from the Date of Grant in the case of an Incentive Stock Option granted to a Participant who on the Date of Grant owns shares representing more than 10% of the exceptions total combined voting power of all classes of shares of the Company or any related corporation (as determined in this accordance with Treasury Regulation Section 3 is met. Subject to 1.422-2(f)); provided, further, that notwithstanding any vesting dates set by the provisions below and Committee, the Committee may, in its sole discretion, accelerate the exercisability of any Option, which acceleration shall not affect the terms and conditions of such Option other than with respect to exercisability. Unless otherwise provided by the Plan, Committee in an Award Agreement: (i) the right to exercise the unvested portion of an Option shall expire on [EXPIRATION DATE IN 10 YEARS]. Notwithstanding upon termination of employment or service of the foregoingParticipant granted the Option, in and the event that on vested portion of such Option shall remain exercisable for (A) one year following termination of employment or service by reason of such Participant’s death or disability (as determined by the Committee), but not later than the expiration date of the Option Period or (iB) ninety (90) days following termination of employment or service for any reason other than such Participant’s death or disability, and other than such Participant’s termination of employment or service for Cause, but not later than the expiration of the Option Period; and (ii) both the unvested and the vested portion of an Option shall expire upon the termination of the Participant’s employment or service by the Company for Cause. If the Option would expire at a time when the exercise of the Option is prohibited by would violate applicable law or (ii) Shares may not be purchased or sold by you due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Companylaws, the expiration date shall applicable to the Option will be delayed until 30 automatically extended to a date that is thirty (30) calendar days following the end of the legal prohibition, black-out period or lock-up agreement. If your employment with the Company or any of its subsidiaries terminates for any reason other than death, Retirement, Disability or a Qualifying Termination, each date such exercise would no longer violate applicable securities laws (so long as defined below and determined by the Committee in accordance with the Plan, then as of the date of such termination this Option extension shall expire as to any portion which has not yet become vested and exercisable, meaning that you shall forfeit such portion in exchange for no additional consideration or payment. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your death, Disability or a Qualifying Termination, each as determined by the Committee in accordance with the Plan, then any portion of this Option which has yet to become vested and exercisable shall become immediately vested and exercisable. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your Retirement and you deliver a signed long term incentive vesting/forfeiture agreement to the Company in a form acceptable to the Company (except when such an agreement is prohibited by governing law as determined by the Companyviolate Code Section 409A), then any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph. Notwithstanding the foregoing and regardless of reason for termination, under all circumstances other than your Qualifying Termination, any Option held less than one year from [DATE] shall be forfeited[; provided, however, in the event of your Retirement, this one-year holding requirement may be waived by the Committee, in its sole and absolute discretion and any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph]1. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this Option, then any portion of this Option which has yet to become vested and exercisable and which has not otherwise been forfeited pursuant to the provisions of this Section 3 shall become immediately vested and exercisable. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are Retirement eligible, you shall forfeit your right to receive any unvested portion of this Option, unless otherwise prohibited by law. To the extent that this Option is exercisable after your termination of employment, after taking into account the vesting provisions set forth in this Section 3, then this Option shall expire three (3) months following your termination of employment; provided, that if in no event shall such termination occurred on account expiration date be extended beyond the expiration of your death, Retirement, Disability, or a Qualifying Termination, the Option shall expire on its original expiration datePeriod.

Vesting and Expiration. The Option shall vest and become exercisable at a rate of one third per year (rounded up to the nearest whole Share) commencing on [FIRST VESTING DATE] of each year, commencing with [VESTING DATE], 2018 and annually thereafter on ending with [SECOND VESTING DATE] and [THIRD VESTING DATE], 2020, provided that Grantee’s employment has not terminated on or before such date unless or one of the exceptions in this Section 3 is are met. Subject to the provisions below and the terms of the Plan, the right to exercise the Option shall expire on February [EXPIRATION DATE IN 10 YEARS__], 2027. Notwithstanding the foregoing, in the event that on the expiration date (i) the exercise of the Option is prohibited by applicable law or (ii) Shares may not be purchased or sold by you due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the expiration date term shall be delayed until extended for a period of 30 days following the end of the legal prohibition, black-out period or lock-up agreement. If your employment with the Company or any of its subsidiaries terminates for any reason other than death, Retirement, Disability or a Qualifying TerminationTermination within two (2) years following a Change of Control of the Company, each as defined below and determined by the Committee in accordance with the Plan, then as of the date of such termination this Option shall expire as to any portion which has not yet then become vested and exercisable, meaning that you shall forfeit such portion in exchange for no additional consideration or payment. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your death, Disability or a Qualifying TerminationTermination within two (2) years following a Change of Control of the Company, each as determined by the Committee in accordance with the Plan, then any portion of this Option which has yet to become vested and exercisable shall become immediately vested and exercisable. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with you Retire from the Company or any of its subsidiaries terminates by reason of your Retirement and you deliver a signed long term incentive vesting/forfeiture non-competition agreement to the Company in a form acceptable to the Company (except when such an agreement is prohibited by governing law as determined by the Company), then any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph. Notwithstanding the foregoing and regardless of reason for termination, under all circumstances other than your Qualifying TerminationTermination within two (2) years following a Change of Control, any Option held less than one year from [DATE] shall the Grant Date will be forfeited[; provided, however, in the event of your Retirement, this one-year holding requirement may be waived by the Committee, in its sole and absolute discretion discretion, and any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph]1. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this Option, then any portion of this Option which has yet to become vested and exercisable and which has not otherwise been forfeited pursuant to the provisions of this Section 3 shall become immediately vested and exercisable. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are Retirement retirement eligible, you shall will forfeit your right to receive any unvested portion of this OptionOptions, unless otherwise prohibited by law. To the extent that this Option is exercisable after your termination of employment, after taking into account the vesting provisions set forth in this Section 3, then following such termination of employment this Option shall will expire three (3) months following your termination of employment; provided, that if such termination occurred on account of your death, Retirement, Disability, or a Qualifying TerminationTermination within two (2) years following a Change of Control of the Company, the Option shall will expire on its original expiration date. 1 Additional provision that may be added for some officers.

Vesting and Expiration. The Option shall vest [Vesting schedule will be determined by the Organization and become exercisable at Compensation Committee. Certain agreements provide for cliff vesting, time vesting and/or acceleration upon the achievement of certain performance targets or maintenance of a rate certain stock price for a certain period of one third per year (rounded up to the nearest whole Share) commencing on [FIRST VESTING DATEtime.] and annually thereafter on [SECOND VESTING DATE] and [THIRD VESTING DATE], provided that Grantee’s employment has not terminated on or before such date unless one of the exceptions in this Section 3 is met. Subject to the provisions below and the terms of the Planbelow, the right to exercise the Option shall expire on [EXPIRATION DATE IN 10 YEARSexpiration date]. Notwithstanding the foregoing, in the event that on the expiration date (i) the exercise of the Option is prohibited by applicable law or (ii) Shares may not be purchased or sold by you due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the expiration date shall be delayed until 30 days following the end of the legal prohibition, black-out period or lock-up agreement. If your employment with the Company or any of its subsidiaries terminates for any reason other than death, Retirement, Disability retirement or total and permanent disability as determined in accordance with applicable Company personnel policies and the Plan policies or for any reason within two years following a Qualifying Termination, each Change in Control of the Company as defined below and determined by the Committee occurs in accordance with the Plan, then as of the date of such termination this Option shall expire as to any portion which has not yet then become vested and exercisable, meaning that you shall forfeit such portion in exchange for no additional consideration or payment. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your death, Disability total and permanent disability, as determined in accordance with applicable Company personnel policies or for any reason within two years following a Qualifying Termination, each Change in Control of the Company as determined by the Committee occurs in accordance with the Plan, then any portion of this Option which has yet to become vested and exercisable shall become immediately vested and exercisableexercisable as set forth in the preceding paragraph. If However, if prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with you retire from the Company or any of its subsidiaries terminates by reason of your Retirement and you deliver a signed long term incentive vesting/forfeiture non-competition agreement to the Company in a form acceptable to the Company (except when such an agreement is prohibited by governing law as determined by the Company), then any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph. Notwithstanding the foregoing and regardless of reason for termination, under Under all circumstances other than your Qualifying Terminationcircumstances, any Option held less than one year from [DATE] shall date of grant will be forfeited[; provided, however, in the event of your Retirement, this one-year holding requirement may be waived by the Committee, in its sole and absolute discretion and any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph]1. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this Option, then any portion of this Option which has yet to become vested and exercisable and which has not otherwise been forfeited pursuant to the provisions of this Section 3 shall become immediately vested and exercisable. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are Retirement eligible, you shall forfeit your right to receive any unvested portion of this Option, unless otherwise prohibited by law. To the extent that this Option is exercisable after your termination of employment, after taking into account the vesting provisions set forth in this Section 3paragraph, then following such termination of employment this Option shall will expire on the earlier of (a) three (3) months following your termination of employment, if such termination occurred other than on account of death, retirement or total and permanent disability, or your termination for any reason within two years after a Change in Control of the Company; providedor (b) the third (3rd) anniversary of your final vest date, that if such termination occurred on account of your death, Retirement, Disabilityretirement or total and permanent disability, or your termination within two years after a Qualifying Termination, Change in Control of the Option shall expire on its original expiration dateCompany.

Vesting and Expiration. The Option shall vest and become exercisable at a rate of one third of the total number of Shares granted per year (rounded up to the nearest whole Share) commencing on [FIRST VESTING DATEDATE IN ONE YEAR] and annually thereafter on with [SECOND FINAL VESTING DATE] and [THIRD VESTING DATEDATE IN THREE YEARS], provided that GranteeXxxxxxx’s employment has not terminated on or before such date unless one of the exceptions in this Section 3 is met. Subject to the provisions below and the terms of the Plan, the right to exercise any vested portion of the Option shall expire on [EXPIRATION DATE IN 10 YEARS]. Notwithstanding the foregoing, in the event that on the expiration date (i) the exercise of the Option is prohibited by applicable law or (ii) Shares may not be purchased or sold by you due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the expiration date shall be delayed until 30 days following the end of the legal prohibition, black-out period or lock-up agreement. If your employment with the Company or any of its subsidiaries terminates for any reason other than death, Retirement, Disability or a Qualifying Termination, or a termination for Cause, each as defined below and determined by the Committee in accordance with the Plan, then as of the date of such termination this Option shall expire as to any portion which has not yet become vested and exercisable, meaning that you shall forfeit such portion in exchange for no additional consideration or payment. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your death, Disability or a Qualifying Termination, each as determined by the Committee in accordance with the Plan, then any portion of this Option which has yet to become vested and exercisable shall become immediately vested and exercisable. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your Retirement and you deliver a signed long term incentive vesting/forfeiture agreement to the Company in a form acceptable to the Company (except when such an agreement is prohibited by governing law as determined by the Company), then any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company is terminated for Cause, regardless of whether you are Retirement eligible, you shall forfeit your right to receive any unvested or unexercised portion of this Option in exchange for no additional consideration or payment, unless otherwise prohibited by law. Notwithstanding the foregoing and regardless of reason for termination, under all circumstances other than your Qualifying Termination, any Option held less than one year from [DATE] shall be forfeitedforfeited for no additional consideration or payment[; provided, however, in the event of your Retirement, this one-year holding requirement may be waived by the Committee, in its sole and absolute discretion and any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph]1. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this Option, then any portion of this Option which has yet to become vested and exercisable and which has not otherwise been forfeited pursuant to the provisions of this Section 3 shall become immediately vested and exercisable. Notwithstanding anything to the contrary herein, in the event your employment is terminated . 1 May be added for Cause (as defined herein), regardless of whether you are Retirement eligible, you shall forfeit your right to receive any unvested portion of this Option, unless otherwise prohibited by lawsome officers. To the extent that this Option is exercisable after your termination of employment, after taking into account the vesting provisions set forth in this Section 3, then this Option shall expire three (3) months following your termination of employment; provided, that if such termination occurred on account of your death, Retirement, Disability, or a Qualifying Termination, the Option shall expire on its original expiration date; provided further, that if such termination occurred for Cause, the Option shall expire on the date of termination of emplyoment.

Vesting and Expiration. The Option shall vest and become exercisable at a rate of one third per year (rounded up to the nearest whole Share) commencing on [FIRST VESTING DATE] and annually thereafter on [SECOND VESTING DATE] and [THIRD VESTING DATE], provided that Grantee’s employment has not terminated on or before such date unless one of the exceptions in this Section 3 is met. Subject to the provisions below and the terms of the Plan, the right to exercise the Option shall expire on [EXPIRATION DATE IN 10 YEARS]. Notwithstanding the foregoing, in the event that on the expiration date (i) the exercise of the Option is prohibited by applicable law or (ii) Shares may not be purchased or sold by you due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the expiration date shall be delayed until 30 days following the end of the legal prohibition, black-out period or lock-up agreement. If your employment with the Company or any of its subsidiaries terminates for any reason other than death, Retirement, Disability or a Qualifying Termination, each as defined below and determined by the Committee in accordance with the Plan, then as of the date of such termination this Option shall expire as to any portion which has not yet become vested and exercisable, meaning that you shall forfeit such portion in exchange for no additional consideration or payment. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your death, Disability or a Qualifying Termination, each as determined by the Committee in accordance with the Plan, then any portion of this Option which has yet to become vested and exercisable shall become immediately vested and exercisable. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your Retirement and you deliver a signed long term incentive vesting/forfeiture agreement to the Company in a form acceptable to the Company (except when such an agreement is prohibited by governing law as determined by the Company), then any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph. Notwithstanding the foregoing and regardless of reason for termination, under all circumstances other than your Qualifying Termination, any Option held less than one year from [DATE] shall be forfeited[; provided, however, in the event of your Retirement, this one-year holding requirement may be waived by the Committee, in its sole and absolute discretion and any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph]1paragraph]. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this Option, then any portion of this Option which has yet to become vested and exercisable and which has not otherwise been forfeited pursuant to the provisions of this Section 3 shall become immediately vested and exercisable. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are Retirement eligible, you shall forfeit your right to receive any unvested portion of this Option, unless otherwise prohibited by law. To the extent that this Option is exercisable after your termination of employment, after taking into account the vesting provisions set forth in this Section 3, then this Option shall expire three (3) months following your termination of employment; provided, that if such termination occurred on account of your death, Retirement, Disability, or a Qualifying Termination, the Option shall expire on its original expiration date.