Common use of Vesting and Term of Option Clause in Contracts

Vesting and Term of Option. (a) The Option may not be exercised prior to , 20 . Commencing on , 20 , the Option may be exercised by Participant prior to its termination in cumulative annual installments as follows: Date Percentage of Shares as to which Option is Exercisable , 20 % , 20 % , 20 % , 20 % , 20 % The Option shall in all events terminate on , 20 or such earlier date as prescribed herein. (b) Notwithstanding the vesting provision contained in Section 2(a) above, but subject to the other terms and conditions set forth herein, the Option may be exercised, in whole or in part, at any time, or from time to time, following the occurrence of a Change in Control of the Company. (c) For the purposes of this Agreement, a “Change in Control” shall be deemed to have occurred upon any of the following events: (i) a public announcement (which, for purposes hereof, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) that any individual, corporation, partnership, association, trust or other entity becomes the beneficial owner (as defined in Rule 13(d)(3) promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the Voting Power of the Company then outstanding; (ii) the individuals who, as of the date of this Agreement, are members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (provided, however, that if the election or nomination for election by the Company’s shareholders of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall be considered to be a member of the Incumbent Board); (iii) the approval of the shareholders of the Company, and consummation, of (A) any consolidation, merger or statutory share exchange of the Company with any person in which the surviving entity would not have as its directors at least 60% of the Incumbent Board and as a result of which those persons who were shareholders of the Company immediately prior to such transaction would not hold, immediately after such transaction, at least 60% of the Voting Power of the Company then outstanding or the combined voting power of the surviving entity’s then outstanding voting securities; (B) any sale, lease, exchange or other transfer in one transaction or series of related transactions substantially all of the assets of the Company; or (C) the adoption of any plan or proposal for the complete or partial liquidation or dissolution of the Company; or (iv) a determination by a majority of the members of the Incumbent Board, in their sole and absolute discretion, that there has been a Change in Control of the Company.

Vesting and Term of Option. (a) The Option may not be exercised prior to , 20 the one year anniversary date of the Grant Date. Commencing on , 20 the first anniversary of the Grant Date, the Option may be exercised by the Participant prior to its termination in cumulative annual installments as follows: the ____ anniversary of the Grant Date Percentage __% the ____ anniversary of Shares as to which Option is Exercisable , 20 the Grant Date __% , 20 the ____ anniversary of the Grant Date __% , 20 the ____ anniversary of the Grant Date __% , 20 % , 20 the ____ anniversary of the Grant Date __% The Option shall in all events terminate on on_____________, 20 20__ or such earlier date as prescribed herein. (b) Notwithstanding the vesting provision contained in Section 2(a) above, but subject to the other terms and conditions set forth herein, in the event of a Change in Control of the Company and the Participant incurs a Qualifying Termination of Employment during the Protected Period, the Option may be exercised, in whole or in part, at any time, or from time to time, following the occurrence of a Change in Control of the Company. (c) For the purposes of this Agreement, a “Change in Control” shall be deemed to have occurred upon any of the following events: (i) a public announcement (which, for purposes hereof, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) that any individual, corporation, partnership, association, trust or other entity becomes the beneficial owner (as defined in Rule 13(d)(3) promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the Voting Power of the Company then outstanding; (ii) the individuals who, as of the date of this Agreement, are members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (provided, however, that if the election or nomination for election by the Company’s shareholders of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall be considered to be a member of the Incumbent Board); (iii) the approval of the shareholders of the Company, and consummation, of (A) any consolidation, merger or statutory share exchange of the Company with any person in which the surviving entity would not have as its directors at least 60% of the Incumbent Board and as a result of which those persons who were shareholders of the Company immediately prior to such transaction would not hold, immediately after such transaction, at least 60% of the Voting Power of the Company then outstanding or the combined voting power of the surviving entity’s then outstanding voting securities; (B) any sale, lease, exchange or other transfer in one transaction or series of related transactions substantially all of the assets of the Company; or (C) the adoption of any plan or proposal for the complete or partial liquidation or dissolution of the Company; or (iv) a determination by a majority of the members of the Incumbent Board, in their sole and absolute discretion, that there has been a Change in Control of the Company. (d) For the purposes of this Agreement, a “Qualifying Termination of Employment” shall mean either (i) an involuntary termination of employment by the Company or an Affiliate other than for Cause or Disability during the Protected Period; or (ii) a voluntary resignation by the Participant for Good Reason during the Protected Period. (e) For purposes of this Agreement, “Protected Period” means the 24-month period beginning on and immediately following each and every Change in Control. “Cause” means any act by the Participant that is materially inimical to the best interests of the Company and that constitutes common law fraud, a felony or other gross malfeasance of duty on the part of the Participant. “Disability” means disabled within the meaning of means disabled within the meaning of Section 409A(a)(2)(C)(i) of the Code. “Good Reason” shall mean the occurrence of any of the following events, in each case, after the Participant has provided written notice to the Company within 60 days of the occurrence of such event and the Company has failed to cure the cause of such event within 60 days after the date of such written notice (and the Participant terminates employment within 60 days of the expiration of such cure period), except for the occurrence of such an event in connection with the termination or reassignment of the Participant’s employment by the Company or an Affiliate for Cause or for Disability:

Vesting and Term of Option. (a) The Option may not be exercised prior to If Participant remains continuously employed by the Company or an Affiliate through January 31, 20 . Commencing on , 20 2021 (the “Measurement Date”), the Option may Shares that vest and become exercisable pursuant to this Section 2 will be exercised determined by Participant prior reference to its termination the Company’s 2020 Fiscal Year Adjusted EBITDA, as provided in cumulative the table below: Below $___ million 0% $___ million (threshold) 50% $___ million (target) 100% $___ million or above (superior maximum) 150%* Note: Performance between threshold and superior maximum will be calculated on a pro rata basis. Payout is calculated for each incremental increase in performance (straight line interpolation). Fractional vested Shares will be rounded down to the nearest whole Share. *Maximum award is subject to the annual installments award limitation of 500,000 Shares under the X.X. Xxxxxx Company 2016 Master Incentive Plan. For purposes of this Section 2(a), “Adjusted EBITDA” means Adjusted Operating Income + Depreciation + Amortization. Operating Income adjustments include items as follows: Date Percentage of Shares as to which Option is Exercisable , 20 % , 20 % , 20 % , 20 % , 20 % publicly disclosed in the Company’s quarterly earnings release. The Option shall in all events terminate on on_____________, 20 20__ or such earlier date as prescribed herein. (b) Notwithstanding the vesting provision contained in Section 2(a) above, but subject to the other terms and conditions set forth herein, the Option may be exercised, in whole or in part, at any time, or from time to time, following upon the occurrence of a Change in Control of the Company. (c) Company prior to the Measurement Date while Participant is employed with the Company or an Affiliate, the date of the Change in Control shall become the Measurement Date, and all Option Shares shall vest and become exercisable at target performance level. For the purposes of this Agreement, a “Change in Control” shall be deemed to have occurred upon any of the following events: (i) a public announcement (which, for purposes hereof, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) that any individual, corporation, partnership, association, trust or other entity becomes the beneficial owner (as defined in Rule 13(d)(3) promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the Voting Power of the Company then outstanding; (ii) the individuals who, as of the date of this Agreement, are members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (provided, however, that if the election or nomination for election by the Company’s shareholders of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall be considered to be a member of the Incumbent Board); (iii) the approval of the shareholders of the Company, and consummation, of (A) any consolidation, merger or statutory share exchange of the Company with any person in which the surviving entity would not have as its directors at least 60% of the Incumbent Board and as a result of which those persons who were shareholders of the Company immediately prior to such transaction would not hold, immediately after such transaction, at least 60% of the Voting Power of the Company then outstanding or the combined voting power of the surviving entity’s then outstanding voting securities; (B) any sale, lease, exchange or other transfer in one transaction or series of related transactions substantially all of the assets of the Company; or (C) the adoption of any plan or proposal for the complete or partial liquidation or dissolution of the Company; or (iv) a determination by a majority of the members of the Incumbent Board, in their sole and absolute discretion, that there has been a Change in Control of the Company.

Vesting and Term of Option. (a) The Option may not be exercised prior to December 4, 20 2007. Commencing on December 4, 20 2007, the Option may be exercised by Participant prior to its termination in cumulative annual installments as follows: Date Percentage of Shares as to which Option is Exercisable December 4, 20 2007 25 % December 4, 20 2008 50 % December 4, 20 2009 75 % December 4, 20 % , 20 2010 100 % The Option shall in all events terminate on December 4, 20 2016 or such earlier date as prescribed herein. (b) Notwithstanding the vesting provision contained in Section 2(a) above, but subject to the other terms and conditions set forth herein, the Option may be exercised, in whole or in part, at any time, or from time to time, following the occurrence of a Change in Control of the Company. (c) For the purposes of this Agreement, a “Change in Control” shall be deemed to have occurred upon any of the following events: (i) a public announcement (which, for purposes hereof, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) that any individual, corporation, partnership, association, trust or other entity becomes the beneficial owner (as defined in Rule 13(d)(3) promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 3015% or more of the Voting Power of the Company then outstanding; (ii) the individuals who, as of the date of this Agreement, are members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (provided, however, that if the election or nomination for election by the Company’s shareholders of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall be considered to be a member of the Incumbent Board); (iii) the approval of the shareholders of the Company, and consummation, Company of (A) any consolidation, merger or statutory share exchange of the Company with any person in which the surviving entity would not have as its directors at least 60% of the Incumbent Board and as a result of which those persons who were shareholders of the Company immediately prior to such transaction would not hold, immediately after such transaction, at least 60% of the Voting Power of the Company then outstanding or the combined voting power of the surviving entity’s then outstanding voting securities; (B) any sale, lease, exchange or other transfer in one transaction or series of related transactions substantially all of the assets of the Company; or (C) the adoption of any plan or proposal for the complete or partial liquidation or dissolution of the Company; or (iv) a determination by a majority of the members of the Incumbent Board, in their sole and absolute discretion, that there has been a Change in Control of the Company.

Vesting and Term of Option. (a) The Option may not be exercised prior to December 3, 20 2010. Commencing on December 3, 20 2010, the Option may be exercised by Participant prior to its termination in cumulative annual installments as follows: Date Percentage of Shares as to which Option is Exercisable December 3, 20 2010 33 % December 3, 20 2011 66 % December 3, 20 % , 20 % , 20 2012 100 % The Option shall in all events terminate on December 3, 20 2019 or such earlier date as prescribed herein. (b) Notwithstanding the vesting provision contained in Section 2(a) above, but subject to the other terms and conditions set forth herein, the Option may be exercised, in whole or in part, at any time, or from time to time, following the occurrence of a Change in Control of the Company. (c) For the purposes of this Agreement, a “Change in Control” shall be deemed to have occurred upon any of the following events: (i) a public announcement (which, for purposes hereof, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) that any individual, corporation, partnership, association, trust or other entity becomes the beneficial owner (as defined in Rule 13(d)(3) promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the Voting Power of the Company then outstanding; (ii) the individuals who, as of the date of this Agreement, are members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (provided, however, that if the election or nomination for election by the Company’s shareholders of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall be considered to be a member of the Incumbent Board); (iii) the approval of the shareholders of the Company, and consummation, of (A) any consolidation, merger or statutory share exchange of the Company with any person in which the surviving entity would not have as its directors at least 60% of the Incumbent Board and as a result of which those persons who were shareholders of the Company immediately prior to such transaction would not hold, immediately after such transaction, at least 60% of the Voting Power of the Company then outstanding or the combined voting power of the surviving entity’s then outstanding voting securities; (B) any sale, lease, exchange or other transfer in one transaction or series of related transactions substantially all of the assets of the Company; or (C) the adoption of any plan or proposal for the complete or partial liquidation or dissolution of the Company; or (iv) a determination by a majority of the members of the Incumbent Board, in their sole and absolute discretion, that there has been a Change in Control of the Company.

Vesting and Term of Option. (a) The Option may not be exercised prior to If the Participant remains continuously employed by the Company or an Affiliate through January 27, 20 . Commencing on , 20 2024 (the “Measurement Date”), the Option may Shares that vest and become exercisable pursuant to this Section 2 will be exercised determined by Participant prior reference to its termination the Company’s relative total shareholder return as provided in cumulative annual installments the table below: Relative Total Shareholder Return (“TSR”) Performance % of Option Shares Vested (as follows% of Target) Number of shares 25th Percentile (“Threshold”) 50% [___] 50th Percentile (“Target”) 100% [___] 75th Percentile or higher (“Maximum”) 200% [___] Note: Date Percentage Performance between threshold and superior maximum will be calculated on a pro rata basis. Payout is calculated for each incremental increase in performance (straight line interpolation). Fractional vested Shares will be rounded down to the nearest whole Share. For purposes of Shares this Section 2(a), relative “TSR” is defined as to set forth on Exhibit A which Option is Exercisable , 20 % , 20 % , 20 % , 20 % , 20 % attached hereto and incorporated by reference. The Option shall in all events terminate on January 27, 20 2031 or such earlier date as prescribed herein. (b) Notwithstanding the vesting provision contained in Section 2(a) above, but subject to the other terms and conditions set forth herein, in the Option may be exercised, in whole or in part, at any time, or from time to time, following the occurrence event of a Change in Control of the CompanyCompany and the Participant incurs a Qualifying Termination of Employment during the Protected Period prior to the Measurement Date, all Option Shares shall vest and become exercisable at target performance level. (c) For the purposes of this Agreement, a “Change in Control” shall be deemed to have occurred upon any of the following events: (i) a public announcement (which, for purposes hereof, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) that any individual, corporation, partnership, association, trust or other entity becomes the beneficial owner (as defined in Rule 13(d)(3) promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the Voting Power of the Company then outstanding; (ii) the individuals who, as of the date of this Agreement, are members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (provided, however, that if the election or nomination for election by the Company’s shareholders of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall be considered to be a member of the Incumbent Board); (iii) the approval of the shareholders of the Company, and consummation, of (A) any consolidation, merger or statutory share exchange of the Company with any person in which the surviving entity would not have as its directors at least 60% of the Incumbent Board and as a result of which those persons who were shareholders of the Company immediately prior to such transaction would not hold, immediately after such transaction, at least 60% of the Voting Power of the Company then outstanding or the combined voting power of the surviving entity’s then outstanding voting securities; (B) any sale, lease, exchange or other transfer in one transaction or series of related transactions substantially all of the assets of the Company; or (C) the adoption of any plan or proposal for the complete or partial liquidation or dissolution of the Company; or (iv) a determination by a majority of the members of the Incumbent Board, in their sole and absolute discretion, that there has been a Change in Control of the Company. (d) For the purposes of this Agreement, a “Qualifying Termination of Employment” shall mean either (i) an involuntary termination of employment by the Company or an Affiliate other than for Cause or Disability during the Protected Period; or (ii) a voluntary resignation by the Participant for Good Reason during the Protected Period.

Vesting and Term of Option. (a) The Option may not be exercised prior to If the Participant remains continuously employed by the Company or an Affiliate through __________, 20 . Commencing on , 20 20__ (the “Measurement Date”), the Option may Shares that vest and become exercisable pursuant to this Section 2 will be exercised determined by Participant prior reference to its termination the Company’s [ENTER PERFORMANCE CRITERIA], as provided in cumulative annual installments as followsthe table below: Date Percentage Below [ENTER CRITERIA] __% [ENTER THRESHOLD CRITERIA] (threshold) __% [ENTER TARGET CRITERIA] (target) __% [ENTER SUPERIOR MAXIMUM CRITERIA] (superior maximum) __% Note: Performance between threshold and superior maximum will be calculated on a pro rata basis. Payout is calculated for each incremental increase in performance (straight line interpolation). Fractional vested Shares will be rounded down to the nearest whole Share. For purposes of Shares as to which Option is Exercisable this Section 2(a), 20 % , 20 % , 20 % , 20 % , 20 % “[ENTER PERFORMANCE CRITERIA]” means [ENTER DEFINITION OF PERFORMANCE CRITERIA]. The Option shall in all events terminate on on_____________, 20 20__ or such earlier date as prescribed herein. (b) Notwithstanding the vesting provision contained in Section 2(a) above, but subject to the other terms and conditions set forth herein, in the Option may be exercised, in whole or in part, at any time, or from time to time, following the occurrence event of a Change in Control of the Company. (c) Company and the Participant incurs a Qualifying Termination of Employment during the Protected Period prior to the Measurement Date, the date of the Change in Control shall become the Measurement Date, and all Option Shares shall vest and become exercisable at target performance level. For the purposes of this Agreement, a “Change in Control” shall be deemed to have occurred upon any of the following events: (i) a public announcement (which, for purposes hereof, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) that any individual, corporation, partnership, association, trust or other entity becomes the beneficial owner (as defined in Rule 13(d)(3) promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the Voting Power of the Company then outstanding; (ii) the individuals who, as of the date of this Agreement, are members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (provided, however, that if the election or nomination for election by the Company’s shareholders of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall be considered to be a member of the Incumbent Board); (iii) the approval of the shareholders of the Company, and consummation, of (A) any consolidation, merger or statutory share exchange of the Company with any person in which the surviving entity would not have as its directors at least 60% of the Incumbent Board and as a result of which those persons who were shareholders of the Company immediately prior to such transaction would not hold, immediately after such transaction, at least 60% of the Voting Power of the Company then outstanding or the combined voting power of the surviving entity’s then outstanding voting securities; (B) any sale, lease, exchange or other transfer in one transaction or series of related transactions substantially all of the assets of the Company; or (C) the adoption of any plan or proposal for the complete or partial liquidation or dissolution of the Company; or (iv) a determination by a majority of the members of the Incumbent Board, in their sole and absolute discretion, that there has been a Change in Control of the Company. (c) For the purposes of this Agreement, a “Qualifying Termination of Employment” shall mean either (i) an involuntary termination of employment by the Company or an Affiliate other than for Cause or Disability during the Protected Period; or (ii) a voluntary resignation by the Participant for Good Reason during the Protected Period.

Vesting and Term of Option. (a) The Option may not be exercised prior to , 20 the one year anniversary date of the Grant Date. Commencing on , 20 the first anniversary of the Grant Date, the Option may be exercised by Participant prior to its termination in cumulative annual installments as follows: the ____ anniversary of the Grant Date Percentage __% the ____ anniversary of Shares as to which Option is Exercisable , 20 the Grant Date __% , 20 the ____ anniversary of the Grant Date __% , 20 the ____ anniversary of the Grant Date __% , 20 % , 20 the ____ anniversary of the Grant Date __% The Option shall in all events terminate on on_____________, 20 20__ or such earlier date as prescribed herein. (b) Notwithstanding the vesting provision contained in Section 2(a) above, but subject to the other terms and conditions set forth herein, the Option may be exercised, in whole or in part, at any time, or from time to time, following the occurrence of a Change in Control of the Company. (c) For the purposes of this Agreement, a “Change in Control” shall be deemed to have occurred upon any of the following events: (i) a public announcement (which, for purposes hereof, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) that any individual, corporation, partnership, association, trust or other entity becomes the beneficial owner (as defined in Rule 13(d)(3) promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the Voting Power of the Company then outstanding; (ii) the individuals who, as of the date of this Agreement, are members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (provided, however, that if the election or nomination for election by the Company’s shareholders of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall be considered to be a member of the Incumbent Board); (iii) the approval of the shareholders of the Company, and consummation, of (A) any consolidation, merger or statutory share exchange of the Company with any person in which the surviving entity would not have as its directors at least 60% of the Incumbent Board and as a result of which those persons who were shareholders of the Company immediately prior to such transaction would not hold, immediately after such transaction, at least 60% of the Voting Power of the Company then outstanding or the combined voting power of the surviving entity’s then outstanding voting securities; (B) any sale, lease, exchange or other transfer in one transaction or series of related transactions substantially all of the assets of the Company; or (C) the adoption of any plan or proposal for the complete or partial liquidation or dissolution of the Company; or (iv) a determination by a majority of the members of the Incumbent Board, in their sole and absolute discretion, that there has been a Change in Control of the Company.

Vesting and Term of Option. (a) The Option may not be exercised prior to , 20 . Commencing on , 20 , the Option may be exercised by Participant prior to its termination in cumulative annual installments as follows: Date Percentage of Shares as to which Option is Exercisable , ,20 % , ,20 % , ,20 % , ,20 % , ,20 % The Option shall in all events terminate on , 20 or such earlier date as prescribed herein. (b) Notwithstanding the vesting provision contained in Section 2(a) above, but subject to the other terms and conditions set forth herein, the Option may be exercised, in whole or in part, at any time, or from time to time, following the occurrence of a Change in Control of the Company. (c) For the purposes of this Agreement, a “Change in Control” shall be deemed to have occurred upon any of the following events: (i) a public announcement (which, for purposes hereof, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) that any individual, corporation, partnership, association, trust or other entity becomes the beneficial owner (as defined in Rule 13(d)(3) promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the Voting Power of the Company then outstanding; (ii) the individuals who, as of the date of this Agreement, are members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (provided, however, that if the election or nomination for election by the Company’s shareholders of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall be considered to be a member of the Incumbent Board); (iii) the approval of the shareholders of the Company, and consummation, of (A) any consolidation, merger or statutory share exchange of the Company with any person in which the surviving entity would not have as its directors at least 60% of the Incumbent Board and as a result of which those persons who were shareholders of the Company immediately prior to such transaction would not hold, immediately after such transaction, at least 60% of the Voting Power of the Company then outstanding or the combined voting power of the surviving entity’s then outstanding voting securities; (B) any sale, lease, exchange or other transfer in one transaction or series of related transactions substantially all of the assets of the Company; or (C) the adoption of any plan or proposal for the complete or partial liquidation or dissolution of the Company; or (iv) a determination by a majority of the members of the Incumbent Board, in their sole and absolute discretion, that there has been a Change in Control of the Company.

Vesting and Term of Option. (a) The Option may not be exercised prior to , 20 . Commencing on , 20 , the Option may be exercised by Participant prior to its termination in cumulative annual installments as follows: Date Percentage of Shares as to which Option is Exercisable , 20 % , 20 % , 20 % , 20 % , 20 % The Option shall in all events terminate on , 20 or such earlier date as prescribed herein. (b) Notwithstanding the vesting provision contained in Section 2(a) above, but subject to the other terms and conditions set forth herein, the Option may be exercised, in whole or in part, at any time, or from time to time, following the occurrence of a Change in Control of the Company. (c) For the purposes of this Agreement, a “Change in Control” shall be deemed to have occurred upon any of the following events: (i) a public announcement (which, for purposes hereof, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) that any individual, corporation, partnership, association, trust or other entity becomes the beneficial owner (as defined in Rule 13(d)(3) promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the Voting Power of the Company then outstanding; (ii) the individuals who, as of the date of this Agreement, are members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (provided, however, that if the election or nomination for election by the Company’s shareholders of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall be considered to be a member of the Incumbent Board); (iii) the approval of the shareholders of the Company, and consummation, of (A) any consolidation, merger or statutory share exchange of the Company with any person in which the surviving entity would not have as its directors at least 60% of the Incumbent Board and as a result of which those persons who were shareholders of the Company immediately prior to such transaction would not hold, immediately after such transaction, at least 60% of the Voting Power of the Company then outstanding or the combined voting power of the surviving entity’s then outstanding voting securities; (B) any sale, lease, exchange or other transfer in one transaction or series of related transactions substantially all of the assets of the Company; or (C) the adoption of any plan or proposal for the complete or partial liquidation or dissolution of the Company; or (iv) a determination by a majority of the members of the Incumbent Board, in their sole and absolute discretion, that there has been a Change in Control of the Company.

Vesting and Term of Option. (a) The Option may not be exercised prior to , 20 the one year anniversary date of the Grant Date. Commencing on , 20 the first anniversary of the Grant Date, the Option may be exercised by the Participant prior to its termination in cumulative annual installments as follows: the ____ anniversary of the Grant Date Percentage __% the ____ anniversary of Shares as to which Option is Exercisable , 20 the Grant Date __% , 20 the ____ anniversary of the Grant Date __% , 20 the ____ anniversary of the Grant Date __% , 20 % , 20 the ____ anniversary of the Grant Date __% The Option shall in all events terminate on on_____________, 20 20__ or such earlier date as prescribed herein. (b) Notwithstanding the vesting provision contained in Section 2(a) above, but subject to the other terms and conditions set forth herein, in the event of a Change in Control of the Company and the Participant incurs a Qualifying Termination of Employment during the Protected Period, the Option may be exercised, in whole or in part, at any time, or from time to time, following the occurrence of a Change in Control of the Company. (c) For the purposes of this Agreement, a “Change in Control” shall be deemed to have occurred upon any of the following events: (i) a public announcement (which, for purposes hereof, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) that any individual, corporation, partnership, association, trust or other entity becomes the beneficial owner (as defined in Rule 13(d)(3) promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the Voting Power of the Company then outstanding; (ii) the individuals who, as of the date of this Agreement, are members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (provided, however, that if the election or nomination for election by the Company’s shareholders of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall be considered to be a member of the Incumbent Board); (iii) the approval of the shareholders of the Company, and consummation, of (A) any consolidation, merger or statutory share exchange of the Company with any person in which the surviving entity would not have as its directors at least 60% of the Incumbent Board and as a result of which those persons who were shareholders of the Company immediately prior to such transaction would not hold, immediately after such transaction, at least 60% of the Voting Power of the Company then outstanding or the combined voting power of the surviving entity’s then outstanding voting securities; (B) any sale, lease, exchange or other transfer in one transaction or series of related transactions substantially all of the assets of the Company; or (C) the adoption of any plan or proposal for the complete or partial liquidation or dissolution of the Company; or (iv) a determination by a majority of the members of the Incumbent Board, in their sole and absolute discretion, that there has been a Change in Control of the Company. (d) For the purposes of this Agreement, a “Qualifying Termination of Employment” shall mean either (i) an involuntary termination of employment by the Company or an Affiliate other than for Cause or Disability during the Protected Period; or (ii) a voluntary resignation by the Participant for Good Reason during the Protected Period. (e) For purposes of this Agreement, “Protected Period” means the 24-month period beginning on and immediately following each and every Change in Control. “Cause” means any act by the Participant that is materially inimical to the best interests of the Company and that constitutes common law fraud, a felony or other gross malfeasance of duty on the part of the Participant. “Disability” disabled within the meaning of Section 409A(a)(2)(C)(i) of the Code. “Good Reason” shall mean the occurrence of any of the following events, in each case, after the Participant has provided written notice to the Company within 60 days of the occurrence of such event and the Company has failed to cure the cause of such event within 60 days after the date of such written notice (and the Participant terminates employment within 60 days of the expiration of such cure period), except for the occurrence of such an event in connection with the termination or reassignment of the Participant’s employment by the Company or an Affiliate for Cause or for Disability:

Vesting and Term of Option. (a) The Option may not be exercised prior to , 20 . Commencing on , 20 December , the Option may be exercised by Participant prior to its termination in cumulative annual installments as follows: Date Percentage of Shares as to which Option is Exercisable , 20 % , 20 % , 20 % , 20 % , 20 % The Option shall in all events terminate on , 20 or such earlier date as prescribed herein. (b) Notwithstanding the vesting provision contained in Section 2(a) above, but subject to the other terms and conditions set forth herein, the Option may be exercised, in whole or in part, at any time, or from time to time, following the occurrence of a Change in Control of the Company. (c) For the purposes of this Agreement, a “Change in Control” shall be deemed to have occurred upon any of the following events: (i) a public announcement (which, for purposes hereof, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) that any individual, corporation, partnership, association, trust or other entity becomes the beneficial owner (as defined in Rule 13(d)(3) promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 3015% or more of the Voting Power of the Company then outstanding; (ii) the individuals who, as of the date of this Agreement, are members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (provided, however, that if the election or nomination for election by the Company’s shareholders of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall be considered to be a member of the Incumbent Board); (iii) the approval of the shareholders of the Company, and consummation, of (A) any consolidation, merger or statutory share exchange of the Company with any person in which the surviving entity would not have as its directors at least 60% of the Incumbent Board and as a result of which those persons who were shareholders of the Company immediately prior to such transaction would not hold, immediately after such transaction, at least 60% of the Voting Power of the Company then outstanding or the combined voting power of the surviving entity’s then outstanding voting securities; (B) any sale, lease, exchange or other transfer in one transaction or series of related transactions substantially all of the assets of the Company; or (C) the adoption of any plan or proposal for the complete or partial liquidation or dissolution of the Company; or (iv) a determination by a majority of the members of the Incumbent Board, in their sole and absolute discretion, that there has been a Change in Control of the Company.

Vesting and Term of Option. (a) The Option may not be exercised prior to , 20 . Commencing on , 20 , the Option may be exercised by Participant prior to its termination in cumulative annual installments as follows: Date Percentage of Shares as to which Option is Exercisable ____________, 20 _____ 25 % ____________, 20 _____ 50 % ____________, 20 _____ 75 % ____________, 20 % , 20 _____ 100 % The Option shall in all events terminate on , 20 or such earlier date as prescribed herein. (b) Notwithstanding the vesting provision contained in Section 2(a) above, but subject to the other terms and conditions set forth herein, the Option may be exercised, in whole or in part, at any time, or from time to time, following the occurrence of a Change in Control of the Company. (c) For the purposes of this Agreement, a “Change in Control” shall be deemed to have occurred upon any of the following events: (i) a public announcement (which, for purposes hereof, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) that any individual, corporation, partnership, association, trust or other entity becomes the beneficial owner (as defined in Rule 13(d)(3) promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the Voting Power of the Company then outstanding; (ii) the individuals who, as of the date of this Agreement, are members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (provided, however, that if the election or nomination for election by the Company’s shareholders of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall be considered to be a member of the Incumbent Board); (iii) the approval of the shareholders of the Company, and consummation, of (A) any consolidation, merger or statutory share exchange of the Company with any person in which the surviving entity would not have as its directors at least 60% of the Incumbent Board and as a result of which those persons who were shareholders of the Company immediately prior to such transaction would not hold, immediately after such transaction, at least 60% of the Voting Power of the Company then outstanding or the combined voting power of the surviving entity’s then outstanding voting securities; (B) any sale, lease, exchange or other transfer in one transaction or series of related transactions substantially all of the assets of the Company; or (C) the adoption of any plan or proposal for the complete or partial liquidation or dissolution of the Company; or (iv) a determination by a majority of the members of the Incumbent Board, in their sole and absolute discretion, that there has been a Change in Control of the Company.

Vesting and Term of Option. (a) The Option may not be exercised prior to If Participant remains continuously employed by the Company or an Affiliate through January 31, 20 . Commencing on , 20 2021 (the “Measurement Date”), the Option may Shares that vest and become exercisable pursuant to this Section 2 will be exercised determined by Participant prior reference to its termination the Company’s 2020 Fiscal Year Adjusted EBITDA, as provided in cumulative annual installments the table below: Below $ million 0% $ million (threshold) 50% $ million (mid-target) 75% $ million (target) 100% $ million or above (superior maximum) 150% Note: There is no interpolation between points in the table above. Fractional vested Shares will be rounded down to the nearest whole Share. For purposes of this Section 2(a), “Adjusted EBITDA” means Adjusted Operating Income + Depreciation + Amortization. Operating Income adjustments include items as follows: Date Percentage of Shares as to which Option is Exercisable , 20 % , 20 % , 20 % , 20 % , 20 % publicly disclosed in the Company’s quarterly earnings release. The Option shall in all events terminate on , 20 or such earlier date as prescribed herein. (b) Notwithstanding the vesting provision contained in Section 2(a) above, but subject to the other terms and conditions set forth herein, the Option may be exercised, in whole or in part, at any time, or from time to time, following upon the occurrence of a Change in Control of the Company. (c) Company prior to the Measurement Date while Participant is employed with the Company or an Affiliate, the date of the Change in Control shall become the Measurement Date, and all Option Shares shall vest and become exercisable at target performance level. For the purposes of this Agreement, a “Change in Control” shall be deemed to have occurred upon any of the following events: (i) a public announcement (which, for purposes hereof, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) that any individual, corporation, partnership, association, trust or other entity becomes the beneficial owner (as defined in Rule 13(d)(3) promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the Voting Power of the Company then outstanding; (ii) the individuals who, as of the date of this Agreement, are members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (provided, however, that if the election or nomination for election by the Company’s shareholders of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall be considered to be a member of the Incumbent Board); (iii) the approval of the shareholders of the Company, and consummation, of (A) any consolidation, merger or statutory share exchange of the Company with any person in which the surviving entity would not have as its directors at least 60% of the Incumbent Board and as a result of which those persons who were shareholders of the Company immediately prior to such transaction would not hold, immediately after such transaction, at least 60% of the Voting Power of the Company then outstanding or the combined voting power of the surviving entity’s then outstanding voting securities; (B) any sale, lease, exchange or other transfer in one transaction or series of related transactions substantially all of the assets of the Company; or (C) the adoption of any plan or proposal for the complete or partial liquidation or dissolution of the Company; or (iv) a determination by a majority of the members of the Incumbent Board, in their sole and absolute discretion, that there has been a Change in Control of the Company.

Vesting and Term of Option. (a) a. The Option may not be exercised exercised, in whole or in part, prior to February 28, 20 2000 (the "Initial Exercise Date"). Commencing on , 20 , the The Option may be exercised by Participant prior exercised, --------------------- in whole or in part, at any time or from time to its termination in cumulative annual installments as follows: time, on or after the Initial Exercise Date Percentage and on or before the close of Shares as to which Option is Exercisable business on February 26, 20 % , 20 % , 20 % , 20 % , 20 % The Option shall in all events terminate on , 20 or such earlier date as prescribed herein.2003 (the "Expiration Date"). --------------- (b) b. Notwithstanding the vesting provision contained in Section 2(a) above, but subject to the other terms and conditions set forth herein, the Option may be exercised, in whole or in part, at any time, time or from time to time, following the occurrence of a Change of Control (as hereinafter defined). In addition, at any time following a Change of Control, the Partnership may, in Control lieu of exercising the Option, elect to receive from the Company, within 5 business days after receipt of written notice of such election, $135,000 in cash consideration for the cancellation of the CompanyOption (or such pro rata portion of $135,000 if this election is made with respect to fewer than all of the Shares underlying the Option). (c) c. For the purposes purpose of this Agreement, a “"Change in of Control” " shall be deemed to have occurred upon any of the following events----------------- mean: (i) a public announcement the acquisition by any individual, entity or group (which, for purposes hereof, shall include, without limitation, a report filed pursuant to within the meaning of Section 13(d13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that any individual, corporation, partnership, association, trust or other entity becomes (a "Person") of beneficial ownership ------------ ------ (within the beneficial owner (as defined in meaning of Rule 13(d)(3) 13d-3 promulgated under the Exchange Act), directly ) of 50% or indirectly, more of either (A) the then outstanding shares of Common Stock (the "Outstanding Company Common Stock") or (B) the combined voting -------------------------------- power of the then outstanding voting securities of the Company representing 30% or more entitled to vote generally in the election of directors (the "Outstanding Company Voting Power of the Company then outstanding;-------------------------- Securities"); ---------- (ii) the individuals who, as of the date of this Agreementhereof, are members of constitute the Board of Directors of the Company (the “"Incumbent Board”") cease for any reason to constitute at least a majority --------------- of the Board (Board; provided, however, that if any individual becoming a director subsequent to the election date hereof whose election, or nomination for election by the Company’s shareholders of any new director 's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board, such new director Board shall be considered to be as though such individual were a member of the Incumbent Board); (iii) the approval , but excluding, for this purpose, any such individual whose initial assumption of the shareholders of the Company, and consummation, of (A) any consolidation, merger or statutory share exchange of the Company with any person in which the surviving entity would not have as its directors at least 60% of the Incumbent Board and office occurs as a result of which those persons who were shareholders an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of Person other than the Board; iii) the Chief Executive Officer of the Company immediately prior to such transaction would not hold, immediately after such transaction, at least 60% on the date hereof is no longer the Chief Executive Officer of the Voting Power Company; iv) consummation of the Company then outstanding a reorganization, merger or the combined voting power of the surviving entity’s then outstanding voting securities; (B) any sale, lease, exchange consolidation or sale or other transfer in one transaction disposition of all or series of related transactions substantially all of the assets of the Company (a "Business Combination"), in each case, unless, following such -------------------- Business Combination, all or substantially all of the individuals and entities who were the beneficial owners, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% in the aggregate of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election or directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; or (Cor v) approval by the adoption stockholders of any plan or proposal for the Company of a complete or partial liquidation or dissolution of the Company; or (iv) a determination by a majority of the members of the Incumbent Board, in their sole and absolute discretion, that there has been a Change in Control of the Company.

Vesting and Term of Option. (a) The Option may not be exercised prior to , 20 the one year anniversary date of the Grant Date. Commencing on , 20 the first anniversary of the Grant Date, the Option may be exercised by the Participant prior to its termination in cumulative annual installments as follows: Date Percentage of Shares as to which Option is Exercisable , 20 % , 20 % , 20 % , 20 % , 20 % The Option shall in all events terminate on on_____________, 20 20__ or such earlier date as prescribed herein. (b) Notwithstanding the vesting provision contained in Section 2(a) above, but subject to the other terms and conditions set forth herein, in the event of a Change in Control of the Company and the Participant incurs a Qualifying Termination of Employment during the Protected Period, the Option may be exercised, in whole or in part, at any time, or from time to time, following the occurrence of a Change in Control of the Company. (c) For the purposes of this Agreement, a “Change in Control” shall be deemed to have occurred upon any of the following events: (i) a public announcement (which, for purposes hereof, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) that any individual, corporation, partnership, association, trust or other entity becomes the beneficial owner (as defined in Rule 13(d)(3) promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the Voting Power of the Company then outstanding; (ii) the individuals who, as of the date of this Agreement, are members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (provided, however, that if the election or nomination for election by the Company’s shareholders of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall be considered to be a member of the Incumbent Board); (iii) the approval of the shareholders of the Company, and consummation, of (A) any consolidation, merger or statutory share exchange of the Company with any person in which the surviving entity would not have as its directors at least 60% of the Incumbent Board and as a result of which those persons who were shareholders of the Company immediately prior to such transaction would not hold, immediately after such transaction, at least 60% of the Voting Power of the Company then outstanding or the combined voting power of the surviving entity’s then outstanding voting securities; (B) any sale, lease, exchange or other transfer in one transaction or series of related transactions substantially all of the assets of the Company; or (C) the adoption of any plan or proposal for the complete or partial liquidation or dissolution of the Company; or (iv) a determination by a majority of the members of the Incumbent Board, in their sole and absolute discretion, that there has been a Change in Control of the Company. (d) For the purposes of this Agreement, a “Qualifying Termination of Employment” shall mean either (i) an involuntary termination of employment by the Company or an Affiliate other than for Cause or Disability during the Protected Period; or (ii) a voluntary resignation by the Participant for Good Reason during the Protected Period. (e) For purposes of this Agreement, “Protected Period” means the 24-month period beginning on and immediately following each and every Change in Control. “Cause” means any act by the Participant that is materially inimical to the best interests of the Company and that constitutes common law fraud, a felony or other gross malfeasance of duty on the part of the Participant. “Disability” disabled within the meaning of Section 409A(a)(2)(C)(i) of the Code. “Good Reason” shall mean the occurrence of any of the following events, in each case, after the Participant has provided written notice to the Company within 60 days of the occurrence of such event and the Company has failed to cure the cause of such event within 60 days after the date of such written notice (and the Participant terminates employment within 60 days of the expiration of such cure period), except for the occurrence of such an event in connection with the termination or reassignment of the Participant’s employment by the Company or an Affiliate for Cause or for Disability:

Vesting and Term of Option. (a) The Option may not be exercised prior to to___________________, 20 20__. Commencing on ______________, 20 20__, the Option may be exercised by Participant prior to its termination in cumulative annual installments as follows: Date Percentage of Shares as to which Option is Exercisable , 20 % , 20 % , 20 % , 20 % , 20 % The Option shall in all events terminate on on_____________, 20 20__ or such earlier date as prescribed herein. (b) Notwithstanding the vesting provision contained in Section 2(a) above, but subject to the other terms and conditions set forth herein, the Option may be exercised, in whole or in part, at any time, or from time to time, following the occurrence of a Change in Control of the Company. (c) For the purposes of this Agreement, a “Change in Control” shall be deemed to have occurred upon any of the following events: (i) a public announcement (which, for purposes hereof, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) that any individual, corporation, partnership, association, trust or other entity becomes the beneficial owner (as defined in Rule 13(d)(3) promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the Voting Power of the Company then outstanding; (ii) the individuals who, as of the date of this Agreement, are members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (provided, however, that if the election or nomination for election by the Company’s shareholders of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall be considered to be a member of the Incumbent Board); (iii) the approval of the shareholders of the Company, and consummation, of (A) any consolidation, merger or statutory share exchange of the Company with any person in which the surviving entity would not have as its directors at least 60% of the Incumbent Board and as a result of which those persons who were shareholders of the Company immediately prior to such transaction would not hold, immediately after such transaction, at least 60% of the Voting Power of the Company then outstanding or the combined voting power of the surviving entity’s then outstanding voting securities; (B) any sale, lease, exchange or other transfer in one transaction or series of related transactions substantially all of the assets of the Company; or (C) the adoption of any plan or proposal for the complete or partial liquidation or dissolution of the Company; or (iv) a determination by a majority of the members of the Incumbent Board, in their sole and absolute discretion, that there has been a Change in Control of the Company.