Common use of Vesting of Option Clause in Contracts

Vesting of Option. Subject to the terms and provisions hereof, including section 5 hereof, and the Plan, the Option shall vest and the Grantee may exercise the Option in accordance with the vesting schedule set forth in Schedule 1 (the “Vesting Schedule”). Notwithstanding the foregoing or any other provision of this Agreement or the Plan, if (i) the Grantee is a party to an Executive Retention Employment Agreement with the Company (as amended from time to time, “Retention Agreement”) and has not waived his or her rights, either entirely or in pertinent part, under the Retention Agreement, and (ii) the Effective Date (as defined in the Retention Agreement) has occurred and the Employment Period (as defined in the Retention Agreement) has commenced and has not terminated pursuant to section 3(b) of the Retention Agreement, then, so long as the Grantee is providing Service, the then-unvested portion of the Option shall vest upon a Change of Control (as defined in the Retention Agreement ), instead of in accordance with the vesting schedule set forth in Schedule 1. Notwithstanding the foregoing or any other provision of this Agreement or the Plan, if (i) the Grantee is not a party to a Retention Agreement with the Company, upon the occurrence of a Change in Control (as defined, as of the date hereof, in the Plan for all purposes of this Agreement) then, so long as the Grantee is still providing Service on the date of such occurrence, the then-unvested portion of the Option shall vest upon such Change in Control, instead of in accordance with the vesting schedule set forth in Schedule 1, and (ii) the Grantee’s Service is terminated other than for Cause during the 24-month period following a Change in Control, the portion of the Option that remains outstanding on the date of such termination may thereafter be exercised by the Grantee until the earlier of the second anniversary of the date of such termination or the expiration of the term of the Option. If, as a result of a Change in Control, the shares of Stock are exchanged for or converted into a different form of equity security and/or the right to receive other property (including cash), the Option may be exercised, to the maximum extent practicable, in the same form.

Vesting of Option. Subject to the terms and provisions hereof, including section 5 hereof, and the Plan, the Option shall vest and the Grantee may exercise the Option in accordance with the vesting schedule set forth in Schedule 1 (the “Vesting Schedule”). Notwithstanding the foregoing or any other provision of this Agreement or the Plan, if (i) the Grantee is a party to an Executive Retention Employment Agreement with the Company (as amended from time to time, “Retention Agreement”) and has not waived his or her rights, either entirely or in pertinent part, under the Retention Agreement, and (ii) the Effective Date (as defined in the Retention Agreement) has occurred and the Employment Period (as defined in the Retention Agreement) has commenced and has not terminated pursuant to section 3(b) of the Retention Agreement, then, so long as the Grantee is providing Service, then the then-unvested portion of the Option shall vest upon or in connection with a Change of Control (as defined in the Retention Agreement Agreement), instead of in accordance with as provided in, and subject to the vesting schedule set forth in Schedule 1terms and conditions of, the Retention Agreement. Notwithstanding the foregoing or any other provision of this Agreement or the Plan, if (i) the Grantee is not a party to a Retention Agreement with the Company, upon and (ii) the occurrence of Grantee’s Service is terminated other than for Cause or Disability during the 24-month period following a Change in Control (as defined, as of the date hereof, in the Plan for all purposes of this Agreement) then, so long as the Grantee is still providing Service on the date of such occurrence), the then-unvested portion of the Option shall vest upon such Change in Control, instead of in accordance with the vesting schedule set forth in Schedule 1, and (ii) the Grantee’s Service is terminated other than for Cause during the 24-month period following a Change in Control, the portion of the Option that remains outstanding on the date of such termination may thereafter be exercised by the Grantee until the earlier of the second anniversary of the date of such termination or the expiration of the term of the Option. If, as a result of a Change in Control, the shares of Stock are exchanged for or converted into a different form of equity security and/or the right to receive other property (including cash), the Option may be exercised, to the maximum extent practicable, in the same form.

Vesting of Option. Subject to the terms provisions hereof and the provisions hereof, including section 5 hereof, and of the Plan, the Option shall will vest and the Grantee may exercise the become exercisable as follows: (a) The Option will vest and become exercisable in accordance with the vesting schedule set forth in provisions of Schedule 1 (A attached hereto and made a part hereof, provided the “Vesting Schedule”). Notwithstanding the foregoing or any other provision of this Agreement or the Plan, if (i) the Grantee is a party to an Executive Retention Employment Agreement Optionee’s employment with the Company (as amended from time to time, “Retention Agreement”) and has not waived his or her rights, either entirely or in pertinent part, under the Retention Agreement, and (ii) the Effective Date (as defined in the Retention Agreement) has occurred and the Employment Period (as defined in the Retention Agreement) has commenced and has not terminated pursuant prior to section 3(b) the applicable vesting date as provided in Schedule A. If Optionee ceases to be an employee of the Retention AgreementCompany before the last vesting date for the Option as provided in Schedule A, then, so long except as otherwise specified in subsection (c), (d) or (e), and in accordance with subsection (f) below all of the Grantee is providing Serviceshares of Common Stock subject to the Option which have not yet vested will not continue to vest after such cessation of service as an employee. When the last vesting date for the Option as provided in Schedule A occurs, any of the then-unvested shares of Common Stock subject to the Option which have not yet vested will not continue to vest after such last vesting date. (b) To the extent not exercised, vested portions of the Option pursuant to Schedule A shall be cumulative and may be exercised in whole or in part. No portion of the Option shall be exercisable in any event on or after the Option General Expiration Date (as hereinafter defined). An option may not be exercised for a fraction of a share of Common Stock. (c) Notwithstanding any provision of this Section 4 to the contrary, in the event Optionee’s service as an employee of the Company is terminated due to the death or Disability of Optionee before the last vesting date for shares of Common Stock subject to the Option as provided in Schedule A, then all of the shares of Common Stock subject to the Option which have not yet vested will vest upon and become exercisable on the date of death or Disability. (d) Notwithstanding any provisions of this Section 4 to the contrary, in the event the Company terminates Optionee’s service as an employee without Cause (as defined in (the “ “)) or Optionee terminates Optionee’s service as an employee with Good Reason (as defined in ) prior to, on or after a Change of in Control (as defined in the Retention Agreement ), instead Plan) and before the last vesting date for shares of in accordance with Common Stock subject to the vesting schedule set forth Option as provided in Schedule 1. Notwithstanding the foregoing or any other provision of this Agreement or the Plan, if (i) the Grantee is not a party to a Retention Agreement with the Company, upon the occurrence of a Change in Control (as defined, as of the date hereof, in the Plan for all purposes of this Agreement) thenA, so long as Optionee executes and timely returns the Grantee is still providing Service on release and otherwise complies with the date of such occurrencerestrictive covenants, the then-unvested portion all as provided for in , then all of the Option shall vest upon such Change in Control, instead shares of in accordance with the vesting schedule set forth in Schedule 1, and (ii) the Grantee’s Service is terminated other than for Cause during the 24-month period following a Change in Control, the portion of Common Stock subject to the Option that remains outstanding which have not yet vested will vest and become exercisable on the date of such termination may thereafter be exercised by of service. (e) Notwithstanding any provisions of this Section 4 to the Grantee until contrary, if, Optionee voluntarily terminates Optionee’s service as an employee on account of Retirement before the earlier last vesting date for shares of Common Stock subject to the Option as provided in Schedule A and the Board approves such Retirement, and at the time of such Retirement Optionee remains a member of the second anniversary Board, then all of the shares of Common Stock subject to the Option which have not yet vested will continue to vest in accordance with the provisions of Schedule A, so long as Optionee remains a member of the Board. Should Optionee cease to be a member of the Board at any time on or following such Retirement with Board approval and before the last vesting date for shares of Common Stock subject to the Option as provided in Schedule A, then: (i) If Optionee’s membership on the Board is voluntarily terminated by Optionee, all of the shares of Common Stock subject to the Option which have not yet vested will not continue to vest after termination. (ii) If Optionee’s membership on the Board is terminated because the Board fails to nominate Optionee for reelection to the Board, or if following nomination, the shareholders fail to reelect Optionee, all of the shares of Common Stock subject to the Option which have not yet vested will vest and become exercisable on the date of such termination failure to nominate or the expiration of the term of the Option. Ifreelect, as a result applicable. (f) Notwithstanding any provisions of a Change in Controlthis Section 4 to the contrary, upon Optionee’s Retirement without Board approval for such Retirement, all of the shares of Common Stock are exchanged for or converted into a different form of equity security and/or the right subject to receive other property (including cash), the Option may be exercised, which have not yet vested will not continue to the maximum extent practicable, in the same formvest after such Retirement.

Vesting of Option. Subject to the terms and provisions hereof, including section 5 hereof, and the Plan, the The Option shall vest and the Grantee may exercise the Option in accordance with Schedule A; provided, however, that: (a) if the vesting schedule set forth in Schedule 1 (the “Vesting Schedule”). Notwithstanding the foregoing or any other provision Optionee’s Employment terminates as a result of this Agreement or the Plan, if (i) termination of the Grantee is a party to an Executive Retention Employment Agreement with the Company (as amended from time to time, “Retention Agreement”) and has not waived his Optionee by Employer without Cause or her rights, either entirely or in pertinent part, under the Retention Agreement, and (ii) the Effective Date (as defined in the Retention Agreement) has occurred and the Employment Period (as defined in the Retention Agreement) has commenced and has not terminated pursuant to section 3(b) of the Retention AgreementOptionee’s Disability or death, then, so long as the Grantee is providing Service, the then-unvested portion of then the Option shall vest Vest on a Pro Rata Basis, and any unvested Options that were earned for the 2009 or 2010 calendar year shall become fully vested as of the Date of Termination; (b) if the Optionee’s Employment terminates as a result of resignation by the Optionee, then the Option shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Optionee; provided, however, Options that were earned in 2009 or 2010 shall be deemed to have stopped vesting as of the Date of Termination of the Optionee’s Employment and no Options shall be earned for the calendar year in which the Date of Termination occurs; (c) if the Optionee’s Employment terminates as a result of termination by Employer for Cause, then the Option will be immediately forfeited by the Optionee and terminate as of the Date of Termination; and (d) upon a Change of Control (as defined during the Performance Period, the Compensation Committee of the Board and the CEO will determine in mutual consultation the effect of such Change of Control on the Option, which shall be treated in a manner they jointly consider equitable under the circumstances; provided that in the Retention Agreement ), instead of in accordance with the vesting schedule set forth in Schedule 1. Notwithstanding the foregoing or any other provision of this Agreement or the Plan, if (i) the Grantee is not a party to a Retention Agreement with the Company, upon the occurrence event of a Change in of Control (as definedafter the 2009 or 2010 calendar year, as of the date hereof, in the Plan for all purposes of this Agreement) then, so long as the Grantee is still providing Service on the date of such occurrence, the then-unvested portion of the Option shall vest upon such Change in Control, instead of in accordance with the vesting schedule set forth in Schedule 1, and (ii) the Grantee’s Service is terminated other than for Cause during the 24-month period following a Change in Control, the any portion of the Option that remains outstanding on the date of such termination may thereafter be exercised by the Grantee until the earlier of the second anniversary of the date of such termination or the expiration of the term of the Option. If, as a result of a Change in Control, the shares of Stock are exchanged for or converted into a different form of equity security and/or the right to receive other property (including cash), the Option may be exercised, was earned with respect to the maximum extent practicable, 2009 or 2010 calendar year and that has not yet vested shall vest in full upon the same formChange of Control.

Vesting of Option. Subject to the terms and provisions hereof, including section 5 hereof, and the Plan, the The Option shall vest and the Grantee may exercise the Option in accordance with Schedule A; provided, however, that: (a) if the vesting schedule set forth in Schedule 1 (the “Vesting Schedule”). Notwithstanding the foregoing or any other provision Optionee’s Employment terminates as a result of this Agreement or the Plan, if (i) termination of the Grantee is a party to an Executive Retention Employment Agreement with the Company (as amended from time to timeOptionee by Employer without Cause, “Retention Agreement”) and has not waived his or her rights, either entirely or in pertinent part, under the Retention Agreement, and (ii) the Effective Date Optionee’s Disability or death, or (as defined in the Retention Agreementiii) has occurred and the Employment Period (as defined in the Retention Agreement) has commenced and has not terminated pursuant with respect to section 3(b) of the Retention Agreement, then, so long as the Grantee is providing ServiceShares earned for a calendar year after 2010, the then-Optionee’s Retirement, then (A) the Option for the year of termination shall Vest on a Pro Rata Basis, (B) any unvested portion of the Option that was earned for the 2009 or 2010 calendar year shall vest upon a Change become fully vested as of Control the Date of Termination, and (as defined in the Retention Agreement ), instead of in accordance with the vesting schedule set forth in Schedule 1. Notwithstanding the foregoing or any other provision of this Agreement or the Plan, C) if (i) the Grantee is not a party to a Retention Agreement with the Company, upon the occurrence of a Change in Control (as definedhas occurred, any amount that is scheduled to vest on the one-year anniversary of the Change in Control pursuant to Section 2(m)(i) above shall become fully vested as of the date hereof, in the Plan for all purposes Date of this AgreementTermination; (b) then, so long as the Grantee is still providing Service on the date of such occurrence, the then-unvested portion of the Option shall vest upon such Change in Control, instead of in accordance with the vesting schedule set forth in Schedule 1, and (ii) the Grantee’s Service is terminated other than for Cause during the 24-month period following a Change in Control, respect to the portion of the Option that remains outstanding on is earned for the date of such termination may thereafter be exercised by 2009 or 2010 calendar year, if the Grantee until the earlier of the second anniversary of the date of such termination or the expiration of the term of the Option. If, Optionee’s Employment terminates as a result of the Optionee’s resignation or Retirement, then the Option shall be deemed to have stopped vesting as of the Date of Termination of such Optionee, and no portion of the Option shall be earned for the calendar year in which the Date of Termination occurs; (c) with respect to the portion of the Option that is earned for calendar years after 2010, if the Optionee’s Employment terminates as a result of the Optionee’s resignation, then the Option shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Optionee; (d) if the Optionee’s Employment terminates as a result of termination by Employer for Cause, then the Option will be immediately forfeited by the Optionee and terminate as of the Date of Termination; and (e) upon a Change in Controlof Control through December 31, the shares of Stock are exchanged for or converted into a different form of equity security and/or the right to receive other property (including cash)2013, the Option may shall Vest on a Return-on-Equity Basis; provided that, upon such a Change of Control following which Stock continues to be exercisedheld by any of the Principal Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 3(e) without giving effect to this proviso, the maximum extent practicableAdministrator shall, as it considers appropriate in its sole discretion, either (i) cause the Option to Vest on a Return-on-Equity Basis treating the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Option to Vest on a Return-on-Equity Basis in connection with any disposition by the Principal Investors of a material portion of their remaining Stock through December 31, 2013; (f) notwithstanding the foregoing, in the same formevent of a Change of Control after the 2009 or 2010 calendar year, any portion of the Option that was earned with respect to the 2009 or 2010 calendar year based on Schedule A and that has not yet vested shall vest in full upon the Change of Control.

Vesting of Option. Subject The right to the terms and provisions hereof, including section 5 hereof, and the Plan, the exercise this Option shall vest in installments, and this Option shall be exercisable from time to time in whole or in part as to any vested installment, as follows: [TIME-BASED TEMPLATE] The right to exercise this Option shall vest in installments, and this Option shall be exercisable from time to time in whole or in part as to any vested installment (“Vested Shares”). percent ( %) of the Shares shall become Vested Shares on the first anniversary of the “Vesting Commencement Date,” and the Grantee may exercise remainder shall vest in equal monthly installments during the subsequent (__) months, such that one hundred percent (100%) of the Shares shall be Vested Shares on the (__) anniversary of the “Vesting Commencement Date.” For these purposes, the Vesting Commencement Date shall be the Optionee’s date of hire with the Company [OPTIONAL:: SPECIFY OTHER VESTING COMMENCEMENT DATE ]. No additional Shares shall vest after the date of termination of Optionee’s Continuous Service (as defined below), but this Option shall continue to be exercisable in accordance with the vesting schedule set forth in Schedule 1 (the “Vesting Schedule”)Section 4 hereof. Notwithstanding the foregoing or any other provision with respect to that number of this Agreement or the Plan, if (i) the Grantee is a party to an Executive Retention Employment Agreement with the Company (as amended from time to time, “Retention Agreement”) and has not waived his or her rights, either entirely or in pertinent part, under the Retention Agreement, and (ii) the Effective Date (as defined in the Retention Agreement) has occurred and the Employment Period (as defined in the Retention Agreement) has commenced and has not terminated pursuant to section 3(b) of the Retention Agreement, then, so long as the Grantee is providing Service, the then-unvested portion of the Option shall vest upon a Change of Control (as defined in the Retention Agreement ), instead of in accordance with the vesting schedule set forth in Schedule 1. Notwithstanding the foregoing or any other provision of this Agreement or the Plan, if (i) the Grantee is not a party to a Retention Agreement with the Company, upon the occurrence of a Change in Control (as defined, Shares that have vested as of the date hereof, in the Plan for all purposes of this Agreementtermination of Optionee’s Continuous Service. [PERFORMANCE-BASED TEMPLATE] [Performance Goal] ___________ (__________) then, so long as the Grantee is still providing Service on Shares [Performance Goal] ___________ (__________) Shares [Performance Goal] ___________ (__________) Shares No additional Shares shall vest after the date of such occurrencetermination of Optionee’s “Continuous Service” (as defined below) regardless of whether or not the relevant Performance Goal is subsequently achieved, the then-unvested portion of the but this Option shall vest upon such Change in Control, instead of continue to be exercisable in accordance with the vesting schedule set forth in Schedule 1, and (ii) the Grantee’s Service is terminated other than for Cause during the 24-month period following a Change in Control, the portion Section 4 hereof with respect to that number of the Option shares that remains outstanding on the date of such termination may thereafter be exercised by the Grantee until the earlier of the second anniversary have vested as of the date of such termination of Optionee’s Continuous Service. As used herein, the term “Continuous Service” means (i) employment by either the Company or the expiration any parent or subsidiary corporation of the Company, or by a corporation or a parent or subsidiary of a corporation issuing or assuming a stock option in a transaction to which Section 424(a) of the Code applies, which is uninterrupted except for vacations, illness (except for permanent disability, as defined in Section 22(e)(3) of the Code), or leaves of absence which are approved in writing by the Company or any of such other employer corporations, if applicable, (ii) service as a member of the Board of Directors of the Company until Optionee resigns, is removed from office, or Optionee’s term of the Option. Ifoffice expires and he or she is not reelected, or (iii) so long as Optionee is engaged as a result of a Change in Control, the shares of Stock are exchanged for or converted into a different form of equity security and/or the right to receive other property (including cash), the Option may be exercised, Service Provider to the maximum extent practicable, Company or other corporation referred to in the same formclause (i) above.

Vesting of Option. Subject to The Option shall vest in accordance with Schedule A; provided, however, that: (a) if the terms and provisions hereofOptionee’s Employment terminates as a result of (i) termination of the Optionee by the Employer without Cause, including section 5 hereof(ii) resignation by the Optionee for Good Reason or (iii) the Optionee’s Disability or death, then (A) the Option shall Vest on a Pro Rata Basis, (B) any unvested portion of the Option that was earned for the 2009 or 2010 calendar year based on Schedule A shall become fully vested as of the Date of Termination, and (C) if a Change of Control has occurred, any amount that is scheduled to vest on the Planone-year anniversary of the Change of Control pursuant to Section 2(p)(ii) above shall become fully vested as of the Date of Termination; (b) if the Optionee’s Employment terminates as a result of termination by the Employer for Cause, then the Option will be immediately forfeited by the Optionee and terminate as of the Date of Termination; (c) if the Optionee’s Employment terminates as a result of resignation by the Optionee other than for Good Reason, then the Option shall be deemed to have stopped vesting as of the Date of Termination of such Optionee; no portion of the Option shall be earned for the calendar year in which the Date of Termination occurs; (d) if the Optionee’s Employment terminates as a result of the Optionee’s Retirement, then the Option shall be deemed to have stopped vesting as of the Date of Termination of such Optionee; no portion of the Option shall be earned for the calendar year in which the Date of Termination occurs; (e) upon a Change of Control during the Performance Period or, with respect to Section 2(p)(ii), through December 31, 2013, the Option shall Vest on a Return-on-Equity Basis; provided that, upon such a Change of Control following which Stock continues to be held by any of the Principal Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 3(e) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause the Option to Vest on a Return-on-Equity Basis treating the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Option to Vest on a Return-on-Equity Basis in connection with any disposition by the Principal Investors of a material portion of their remaining Stock during the Performance Period or, with respect to Section 2(p)(ii), through December 31, 2013; and (f) notwithstanding the foregoing, in the event of a Change of Control after the 2009 or 2010 calendar year, any portion of the Option that was earned with respect to the 2009 or 2010 calendar year based on Schedule A and that has not yet vested shall vest in full upon the Change of Control.” 5. Schedule A to the Agreement is hereby amended by adding the following new paragraphs to the end: “2009 and 2010 Performance Goals: 1. Notwithstanding the foregoing, the foregoing Base Case performance goals shall be amended with respect to the 2009 or 2010 calendar years. As amended, with respect to each of the 2009 and 2010 calendar years, the Option shall be earned to the extent that the Amended Base Case (defined below) for each such calendar year is achieved during such period as follows and the Grantee may exercise portion of the Option that is earned for such calendar year shall vest in accordance with the vesting schedule set forth in Schedule 1 paragraph 2 below: (a) If Actual Internal EBITA for such calendar year is less than or equal to 95% of the “Vesting Schedule”Amended Base Case for that year, the Option will not be earned for any Units at the end of that year; (b) If Actual Internal EBITA for such calendar year is between 95% and 100% of the Amended Base Case for that year, the number of Units underlying the Option that will be earned for the calendar year will be determined by interpolation at the linear rate of 1/93.98 of the Units per one percentage point of Actual Internal EBITA (rounded to the nearest .0001 of a Unit). Notwithstanding ; (c) If Actual Internal EBITA for such calendar year is above 100% but not greater than 106.25% of the foregoing or any other provision Amended Base Case for that year, the number of this Agreement or Units underlying the Plan, if Option that will be earned for the calendar year will be the sum of (i) the Grantee is a party to an Executive Retention Employment Agreement number of Options calculated in accordance with the Company paragraph (as amended from time to time, “Retention Agreement”b) and has not waived his or her rights, either entirely or in pertinent part, under the Retention Agreement, above and (ii) the Effective Date number of Options determined by interpolation at the linear rate of 1/299.41 of the Units per one percentage point of Actual Internal EBITA in excess of 100% (rounded to the nearest .0001 of a Unit); (d) If Actual Internal EBITA for such calendar year is greater than 106.25% of the Amended Base Case for that year, the Option shall not be earned for any further Units than provided above until Actual Internal EBITA for such calendar year is equal to or greater than 100% of the Original Base Case (as defined below) for that year as such target appears in the Retention Agreement) has occurred and the Employment Period Original Agreement (as defined in the Retention Agreement) has commenced and has not terminated pursuant to section 3(b) of the Retention Agreementbelow), then, so long as the Grantee is providing Service, the then-unvested portion of at which point the Option shall vest upon a Change be earned as follows: (i) if Actual Internal EBITA for such calendar year is between 100% and 106.25% of Control the Original Base Case for that year, the number of Units underlying the Option that will be earned for the calendar year will be the sum of (as defined in x) the Retention Agreement ), instead number of Options calculated in accordance with paragraph (c) above and (y) an amount determined by interpolation at the vesting schedule set forth in Schedule 1. Notwithstanding linear rate of 1/67.5 of the foregoing or any other provision Units per one percentage point of this Agreement or Actual Internal EBITA (rounded to the Plan, if (i) the Grantee is not a party to a Retention Agreement with the Company, upon the occurrence nearest .0001 of a Change in Control (as defined, as Unit) between 100% and 106.25% of the date hereofOriginal Base Case; and (ii) if Actual Internal EBITA for such calendar year is equal to or greater than 106.25% of the Original Base Case for that year, the Option shall be earned for 1/6 of the Units (rounded to the nearest .0001 of a Unit) at the end of that year; provided that any Units that are not earned at the end of a particular calendar year may be earned at the end of a subsequent calendar year based on the cumulative Actual Internal EBITA as a percent of the cumulative Original Base Case (using the methodology described in the Plan for all Original Agreement). • For purposes of this Agreement) then, so long as the Grantee is still providing Service on the date of such occurrence, the then-unvested portion of the Option shall vest upon such Change in Control, instead of in accordance with the vesting schedule set forth in Schedule 1, and (ii) the Grantee’s Service is terminated other than for Cause during the 24-month period following a Change in Control, the portion of the Option that remains outstanding on the date of such termination may thereafter be exercised by the Grantee until the earlier of the second anniversary of the date of such termination or the expiration of the term of the Option. If, as a result of a Change in Control, the shares of Stock are exchanged for or converted into a different form of equity security and/or the right to receive other property (including cash), the Option may be exercised, to the maximum extent practicable, in the same form.Amendment:

Vesting of Option. Subject to the terms and provisions hereof, including section 5 hereof, and the Plan, the Option shall vest and the Grantee may exercise the Option Unless otherwise provided in accordance with the vesting schedule set forth in Schedule 1 (the “Vesting Schedule”). Notwithstanding the foregoing or any other provision of this Agreement or the Plan, if the Vesting Schedule shall be as set forth on page 1; provided however, that Options shall continue to vest only while the Optionee is an Eligible Individual. Each right of purchase shall be cumulative and shall continue, unless sooner exercised or terminated as herein provided, during the remaining period of the Exercise Term. Any fractional number of Shares resulting from the application of the foregoing percentages shall be rounded (up or down) to a whole number of Shares. Notwithstanding anything in the Plan or this Agreement to the contrary, upon the termination of employment of the Optionee (i) the Grantee is as a party to an Executive Retention Employment Agreement with the Company (as amended from time to time, “Retention Agreement”) and has not waived result of his or her rightsdeath or Disability, either entirely or in pertinent part, under the Retention Agreement, and then all unvested Options shall be cancelled; (ii) the Effective Date as a result of his Retirement, all Options shall immediately vest and become fully exercisable; (as defined in the Retention Agreementiii) has occurred and the Employment Period (as defined in the Retention Agreement) has commenced and has not terminated pursuant to section 3(b) of the Retention Agreement, then, so long as the Grantee is providing Service, the then-unvested portion of the Option shall vest upon a Change of Control (as defined in the Retention Agreement ), instead of in accordance with the vesting schedule set forth in Schedule 1. Notwithstanding the foregoing or any other provision of this Agreement or the Plan, if (i) the Grantee is not a party to a Retention Agreement with by the Company, upon or any of its Subsidiaries, without Cause, then unvested Options shall vest pro rata as of the date of such termination (as described in Exhibit A attached hereto), provided that any such pro-rata vesting portion of an Option grant shall become exercisable pursuant to Section 6 hereof, as soon as is reasonably administratively practicable following such termination; or (iv) if, (a) within thirty (30) days prior or 13 months following the occurrence of a Change in Control or (b) at any time prior to a Change in Control at the request of a prospective purchaser whose proposed purchase would constitute a Change in Control upon its completion, the Company, or any of its Subsidiaries, terminates the Grantee's employment without Cause, or the Grantee terminates his or her employment with the Company and its Subsidiaries for Good Reason (as definedsuch terms are defined in the Plan), as of all Shares shall immediately vest (subject to the date hereofPlan provisions relating to “Excise Tax Limitations”); provided that, notwithstanding anything to the contrary in this Agreement, in the Plan for all purposes event that Grantee’s employment with the Company terminates at any time on or before the first anniversary of this Agreement) thensuch employment, so long either as the result of termination by the Company for Cause or by Grantee is still providing Service on other than for Good Reason (all determined in accordance with Grantee's employment agreement with the date of such occurrenceCompany), the then-unvested portion of the Option all Options shall be immediately cancelled. Shares which do not vest upon such Change in Control, instead of in accordance with the vesting schedule set forth in Schedule 1, and (ii) foregoing provisions shall be canceled without payment of consideration to the Grantee’s Service is terminated other than for Cause during the 24-month period following a Change in Control, the portion of the Option that remains outstanding on the date of such termination may thereafter be exercised by the Grantee until the earlier of the second anniversary of the date of such termination or the expiration of the term of the Option. If, as a result of a Change in Control, the shares of Stock are exchanged for or converted into a different form of equity security and/or the right to receive other property (including cash), the Option may be exercised, to the maximum extent practicable, in the same form.

Vesting of Option. Subject to The Option shall vest in accordance with Schedule A; provided, however, that: (a) if the terms and provisions hereofOptionee’s Employment terminates as a result of (i) termination of the Optionee by the Employer without Cause, including section 5 hereof(ii) resignation by the Optionee for Good Reason or (iii) the Optionee’s Disability or death, then (A) the Option shall Vest on a Pro Rata Basis, (B) any unvested portion of the Option that was earned for the 2009 or 2010 calendar year based on Schedule A shall become fully vested as of the Date of Termination, and (C) if a Change of Control has occurred, any amount that is scheduled to vest on the Planone-year anniversary of the Change of Control pursuant to Section 2(p)(ii) above shall become fully vested as of the Date of Termination; (b) if the Optionee’s Employment terminates as a result of termination by the Employer for Cause, then the Option will be immediately forfeited by the Optionee and terminate as of the Date of Termination; (c) if the Optionee’s Employment terminates as a result of resignation by the Optionee other than for Good Reason, then the Option shall be deemed to have stopped vesting as of the Date of Termination of such Optionee (or as of the beginning of the year containing the Date of Termination, in the event of such termination of employment after 2010); no portion of the Option shall be earned for the calendar year in which the Date of Termination occurs; (d) if the Optionee’s Employment terminates as a result of the Optionee’s Retirement, then the Option shall be deemed to have stopped vesting as of the Date of Termination of such Optionee (or as of the beginning of the year containing the Date of Termination, in the event of such termination of employment after 2010); no portion of the Option shall be earned for the calendar year in which the Date of Termination occurs; (e) upon a Change of Control during the Performance Period or, with respect to Section 2(p)(ii), through December 31, 2013, the Option shall Vest on a Return-on-Equity Basis; provided that, upon such a Change of Control following which Stock continues to be held by any of the Principal Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 3(e) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause the Option to Vest on a Return-on-Equity Basis treating the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Option to Vest on a Return-on-Equity Basis in connection with any disposition by the Principal Investors of a material portion of their remaining Stock during the Performance Period or, with respect to Section 2(p)(ii), through December 31, 2013; and (f) notwithstanding the foregoing, in the event of a Change of Control after the 2009 or 2010 calendar year, any portion of the Option that was earned with respect to the 2009 or 2010 calendar year based on Schedule A and that has not yet vested shall vest in full upon the Change of Control.” 12. Schedule A to the Agreement is hereby amended by adding the following new paragraphs to the end: “2009 and 2010 Performance Goals: 1. Notwithstanding the foregoing, the foregoing Base Case performance goals shall be amended with respect to the 2009 or 2010 calendar years. As amended, with respect to each of the 2009 and 2010 calendar years, the Option shall be earned to the extent that the Amended Base Case (defined below) for each such calendar year is achieved during such period as follows and the Grantee may exercise portion of the Option that is earned for such calendar year shall vest in accordance with the vesting schedule set forth in Schedule 1 paragraph 2 below: (a) If Actual Internal EBITA for such calendar year is less than or equal to 95% of the “Vesting Schedule”Amended Base Case for that year, the Option will not be earned for any Units at the end of that year; (b) If Actual Internal EBITA for such calendar year is between 95% and 100% of the Amended Base Case for that year, the number of Units underlying the Option that will be earned for the calendar year will be determined by interpolation at the linear rate of 1/78.32 of the Units per one percentage point of Actual Internal EBITA (rounded to the nearest .0001 of a Unit). Notwithstanding ; (c) If Actual Internal EBITA for such calendar year is above 100% but not greater than 106.25% of the foregoing or any other provision Amended Base Case for that year, the number of this Agreement or Units underlying the Plan, if Option that will be earned for the calendar year will be the sum of (i) the Grantee is a party to an Executive Retention Employment Agreement number of Options calculated in accordance with the Company paragraph (as amended from time to time, “Retention Agreement”b) and has not waived his or her rights, either entirely or in pertinent part, under the Retention Agreement, above and (ii) the Effective Date number of Options determined by interpolation at the linear rate of 1/249.51 of the Units per one percentage point of Actual Internal EBITA in excess of 100% (rounded to the nearest .0001 of a Unit); (d) If Actual Internal EBITA for such calendar year is greater than 106.25% of the Amended Base Case for that year, the Option shall not be earned for any further Units than provided above until Actual Internal EBITA for such calendar year is equal to or greater than 100% of the Original Base Case (as defined below) for that year as such target appears in the Retention Agreement) has occurred and the Employment Period Original Agreement (as defined in the Retention Agreement) has commenced and has not terminated pursuant to section 3(b) of the Retention Agreementbelow), then, so long as the Grantee is providing Service, the then-unvested portion of at which point the Option shall vest upon a Change be earned as follows: (i) if Actual Internal EBITA for such calendar year is between 100% and 106.25% of Control the Original Base Case for that year, the number of Units underlying the Option that will be earned for the calendar year will be the sum of (as defined in x) the Retention Agreement ), instead number of Options calculated in accordance with paragraph (c) above and (y) an amount determined by interpolation at the vesting schedule set forth in Schedule 1. Notwithstanding linear rate of 1/56.25 of the foregoing or any other provision Units per one percentage point of this Agreement or Actual Internal EBITA (rounded to the Plan, if (i) the Grantee is not a party to a Retention Agreement with the Company, upon the occurrence nearest .0001 of a Change in Control (as defined, as Unit) between 100% and 106.25% of the date hereofOriginal Base Case; and (ii) if Actual Internal EBITA for such calendar year is equal to or greater than 106.25% of the Original Base Case for that year, the Option shall be earned for 1/5 of the Units (rounded to the nearest .0001 of a Unit) at the end of that year; provided that any Units that are not earned at the end of a particular calendar year may be earned at the end of a subsequent calendar year based on the cumulative Actual Internal EBITA as a percent of the cumulative Original Base Case (using the methodology described in the Plan for all Original Agreement). • For purposes of this Agreement) then, so long as the Grantee is still providing Service on the date of such occurrence, the then-unvested portion of the Option shall vest upon such Change in Control, instead of in accordance with the vesting schedule set forth in Schedule 1, and (ii) the Grantee’s Service is terminated other than for Cause during the 24-month period following a Change in Control, the portion of the Option that remains outstanding on the date of such termination may thereafter be exercised by the Grantee until the earlier of the second anniversary of the date of such termination or the expiration of the term of the Option. If, as a result of a Change in Control, the shares of Stock are exchanged for or converted into a different form of equity security and/or the right to receive other property (including cash), the Option may be exercised, to the maximum extent practicable, in the same form.Amendment:

Vesting of Option. Subject to the terms and provisions hereof, including section 5 hereof, and the Plan, the The Option shall vest and the Grantee may exercise the Option in accordance with Schedule A; provided, however, that: (a) if the vesting schedule set forth in Schedule 1 (the “Vesting Schedule”). Notwithstanding the foregoing or any other provision Optionee’s Employment terminates as a result of this Agreement or the Plan, if (i) termination of the Grantee is a party to an Executive Retention Employment Agreement with the Company (as amended from time to time, “Retention Agreement”) and has not waived his Optionee by Employer without Cause or her rights, either entirely or in pertinent part, under the Retention Agreement, and (ii) the Effective Date (as defined in Optionee’s Disability or death, then the Retention Agreement) has occurred Option shall Vest on a Pro Rata Basis, and the Employment Period (as defined in the Retention Agreement) has commenced and has not terminated pursuant to section 3(b) of the Retention Agreement, then, so long as the Grantee is providing Service, the then-any unvested portion of the Option that was earned for the 2009 or 2010 calendar year shall vest upon a Change of Control (as defined in the Retention Agreement ), instead of in accordance with the vesting schedule set forth in Schedule 1. Notwithstanding the foregoing or any other provision of this Agreement or the Plan, if (i) the Grantee is not a party to a Retention Agreement with the Company, upon the occurrence of a Change in Control (as defined, become fully vested as of the date hereofDate of Termination; (b) if the Optionee’s Employment terminates as a result of resignation or retirement by the Optionee, in the Plan for all purposes of this Agreement) then, so long as the Grantee is still providing Service on the date of such occurrence, the then-unvested portion of then the Option shall vest upon such Change in Controlbe deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of the Optionee’s Employment; provided, instead of in accordance with however, that for the vesting schedule set forth in Schedule 1, and (ii) the Grantee’s Service is terminated other than for Cause during the 24-month period following a Change in Control2009 or 2010 calendar year, the portion of the Option that remains outstanding on the date of such termination may thereafter was earned in 2009 or 2010 shall be exercised by the Grantee until the earlier deemed to have stopped vesting as of the second anniversary Date of Termination of the date of such termination or the expiration Optionee’s Employment and no portion of the term Option shall be earned for the calendar year in which the Date of Termination occurs; (c) if the Option. If, Optionee’s Employment terminates as a result of termination by Employer for Cause, then the Option will be immediately forfeited by the Optionee and terminate as of the Date of Termination; and (d) upon a Change in Controlof Control during the Performance Period, the shares Compensation Committee of Stock are exchanged for the Board and the CEO will determine in mutual consultation the effect of such Change of Control on the Option, which shall be treated in a manner they jointly consider equitable under the circumstances; provided that in the event of a Change of Control after the 2009 or converted into a different form 2010 calendar year, any portion of equity security and/or the right to receive other property (including cash), the Option may be exercised, that was earned with respect to the maximum extent practicable, 2009 or 2010 calendar year and that has not yet vested shall vest in full upon the same formChange of Control.” 4. Schedule A to the Agreement is hereby amended by adding the following new paragraphs to the end:

Vesting of Option. Subject to the terms and provisions hereof, including section 5 hereof, and the Plan, the The Option shall vest and the Grantee may exercise the Option in accordance with Schedule A; provided, however, that: (a) if the vesting schedule set forth in Schedule 1 (the “Vesting Schedule”). Notwithstanding the foregoing or any other provision Optionee’s Employment terminates as a result of this Agreement or the Plan, if (i) termination of the Grantee is a party to an Executive Retention Employment Agreement with the Company (as amended from time to timeOptionee by Employer without Cause, “Retention Agreement”) and has not waived his or her rights, either entirely or in pertinent part, under the Retention Agreement, and (ii) the Effective Date Optionee’s Disability or death, or (as defined in the Retention Agreementiii) has occurred and the Employment Period (as defined in the Retention Agreement) has commenced and has not terminated pursuant with respect to section 3(b) of the Retention Agreement, then, so long as the Grantee is providing ServiceShares earned for a calendar year after 2010, the then-Optionee’s Retirement, then the Option for the year of termination shall Vest on a Pro Rata Basis, and any unvested portion of the Option that was earned for the 2010 calendar year shall vest upon a Change of Control (as defined in the Retention Agreement ), instead of in accordance with the vesting schedule set forth in Schedule 1. Notwithstanding the foregoing or any other provision of this Agreement or the Plan, if (i) the Grantee is not a party to a Retention Agreement with the Company, upon the occurrence of a Change in Control (as defined, become fully vested as of the date hereof, in the Plan for all purposes Date of this AgreementTermination; (b) then, so long as the Grantee is still providing Service on the date of such occurrence, the then-unvested portion of the Option shall vest upon such Change in Control, instead of in accordance with the vesting schedule set forth in Schedule 1, and (ii) the Grantee’s Service is terminated other than for Cause during the 24-month period following a Change in Control, respect to the portion of the Option that remains outstanding on is earned for the date of such termination may thereafter be exercised by 2010 calendar year, if the Grantee until the earlier of the second anniversary of the date of such termination or the expiration of the term of the Option. If, Optionee’s Employment terminates as a result of the Optionee’s resignation or Retirement, then the Option shall be deemed to have stopped vesting as of the Date of Termination of such Optionee, and no portion of the Option shall be earned for the calendar year in which the Date of Termination occurs; (c) with respect to the portion of the Option that is earned for calendar years after 2010, if the Optionee’s Employment terminates as a result of the Optionee’s resignation, then the Option shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Optionee; (d) if the Optionee’s Employment terminates as a result of termination by Employer for Cause, then the Option will be immediately forfeited by the Optionee and terminate as of the Date of Termination; and (e) upon a Change in Controlof Control during the Performance Period, the shares Compensation Committee of Stock are exchanged for or converted into the Board and the CEO will determine in mutual consultation the effect of such Change of Control on the Option, which shall be treated in a different form manner they jointly consider equitable under the circumstances; provided that in the event of equity security and/or a Change of Control after the right to receive other property (including cash)2010 calendar year, any portion of the Option may be exercised, that was earned with respect to the maximum extent practicable, 2010 calendar year and that has not yet vested shall vest in full upon the same formChange of Control.

Vesting of Option. Subject to The Option shall vest in accordance with Schedule A; provided, however, that: (a) if the terms and provisions hereofOptionee’s Employment terminates as a result of (i) termination of the Optionee by the Employer without Cause, including section 5 hereof(ii) resignation by the Optionee for Good Reason or (iii) the Optionee’s Disability or death, and the Plan, then (A) the Option shall vest and the Grantee may exercise the Option in accordance with the vesting schedule set forth in Schedule 1 Vest on a Pro Rata Basis, (the “Vesting Schedule”). Notwithstanding the foregoing or B) any other provision of this Agreement or the Plan, if (i) the Grantee is a party to an Executive Retention Employment Agreement with the Company (as amended from time to time, “Retention Agreement”) and has not waived his or her rights, either entirely or in pertinent part, under the Retention Agreement, and (ii) the Effective Date (as defined in the Retention Agreement) has occurred and the Employment Period (as defined in the Retention Agreement) has commenced and has not terminated pursuant to section 3(b) of the Retention Agreement, then, so long as the Grantee is providing Service, the then-unvested portion of the Option that was earned for the 2009 or 2010 calendar year based on Schedule A shall vest upon become fully vested as of the Date of Termination, and (C) if a Change of Control (as defined in has occurred, any amount that is scheduled to vest on the Retention Agreement ), instead one-year anniversary of in accordance with the vesting schedule set forth in Schedule 1. Notwithstanding the foregoing or any other provision Change of this Agreement or the Plan, if (iControl pursuant to Section 2(o)(i) the Grantee is not a party to a Retention Agreement with the Company, upon the occurrence of a Change in Control (as defined, above shall become fully vested as of the date hereof, in the Plan for all purposes Date of this AgreementTermination; (b) then, so long as the Grantee is still providing Service on the date of such occurrence, the then-unvested portion of the Option shall vest upon such Change in Control, instead of in accordance with the vesting schedule set forth in Schedule 1, and (ii) the Grantee’s Service is terminated other than for Cause during the 24-month period following a Change in Control, respect to the portion of the Option that remains outstanding on is earned for the date of such termination may thereafter be exercised by 2009 or 2010 calendar year, if the Grantee until the earlier of the second anniversary of the date of such termination or the expiration of the term of the Option. If, Grantee’s Employment terminates as a result of the Grantee’s Retirement or as a result of the Grantee’s resignation other than for Good Reason, then the Option shall be deemed to have stopped vesting as of the Date of Termination of such Grantee, and no portion of the Option shall be earned for the calendar year in which the Date of Termination occurs; (c) with respect to the portion of the Option that is earned for calendar years after 2010, if the Grantee’s Employment terminates as a result of the Grantee’s Retirement or as a result of the Grantee’s resignation other than for Good Reason, then the Option shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Grantee; (d) if the Optionee’s Employment terminates as a result of termination by the Employer for Cause, then the Option will be immediately forfeited by the Optionee and terminate as of the Date of Termination; (e) upon a Change in Controlof Control through December 31, the shares of Stock are exchanged for or converted into a different form of equity security and/or the right to receive other property (including cash)2013, the Option may shall Vest on a Return-on-Equity Basis; provided that, upon such a Change of Control following which Stock continues to be exercisedheld by any of the Principal Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 3(e) without giving effect to this proviso, the maximum extent practicableAdministrator shall, as it considers appropriate in its sole discretion, either (i) cause the Option to Vest on a Return-on-Equity Basis treating the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Option to Vest on a Return-on-Equity Basis in connection with any disposition by the Principal Investors of a material portion of their remaining Stock through December 31, 2013; and (f) notwithstanding the foregoing, in the same formevent of a Change of Control after the 2009 or 2010 calendar year, any portion of the Option that was earned with respect to the 2009 or 2010 calendar year based on Schedule A and that has not yet vested shall vest in full upon the Change of Control.

Vesting of Option. Subject to the terms and provisions hereof, including section 5 hereof, and the Plan, the Option shall vest and the Grantee may exercise the Option Unless otherwise provided in accordance with the vesting schedule set forth in Schedule 1 (the “Vesting Schedule”). Notwithstanding the foregoing or any other provision of this Agreement or the Plan, if the Vesting Schedule shall be as set forth on page 1; provided however, that Options shall continue to vest only while the Optionee is an Eligible Individual. Each right of purchase shall be cumulative and shall continue, unless sooner exercised or terminated as herein provided, during the remaining period of the Exercise Term. Any fractional number of Shares resulting from the application of the foregoing percentages shall be rounded (up or down) to a whole number of Shares. Notwithstanding anything in the Plan or this Agreement to the contrary, upon the termination of employment of the Optionee (i) the Grantee is as a party to an Executive Retention Employment Agreement with the Company (as amended from time to time, “Retention Agreement”) and has not waived result of his or her rightsdeath or Disability, either entirely or in pertinent part, under the Retention Agreement, and then all unvested Options shall be cancelled; (ii) the Effective Date as a result of his Retirement, all Options shall immediately vest and become fully exercisable; (as defined in the Retention Agreementiii) has occurred and the Employment Period (as defined in the Retention Agreement) has commenced and has not terminated pursuant to section 3(b) of the Retention Agreement, then, so long as the Grantee is providing Service, the then-unvested portion of the Option shall vest upon a Change of Control (as defined in the Retention Agreement ), instead of in accordance with the vesting schedule set forth in Schedule 1. Notwithstanding the foregoing or any other provision of this Agreement or the Plan, if (i) the Grantee is not a party to a Retention Agreement with by the Company, upon or any of its Subsidiaries, without Cause, then unvested Options shall vest pro rata as of the date of such termination (as described in Exhibit A attached hereto), provided that any such pro-rata vesting portion of an Option grant shall become exercisable pursuant to Section 6 hereof, as soon as is reasonably administratively practicable following such termination; or (iv) if, (a) within thirty (30) days prior or 13 months following the occurrence of a Change in Control or (b) at any time prior to a Change in Control at the request of a prospective purchaser whose proposed purchase would constitute a Change in Control upon its completion, the Company, or any of its Subsidiaries, terminates the Grantee's employment without Cause, or the Grantee terminates his or her employment with the Company and its Subsidiaries for Good Reason (as definedsuch terms are defined in the Plan), as of all Shares shall immediately vest (subject to the date hereofPlan provisions relating to “Excise Tax Limitations”); provided that, notwithstanding anything to the contrary in this Agreement, in the Plan for all purposes event that Grantee's employment with the Company terminates at any time on or before the first anniversary of this Agreement) thensuch employment, so long either as the result of termination by the Company for Cause or by Grantee is still providing Service on other than for Good Reason (all determined in accordance with Grantee's employment agreement with the date of such occurrenceCompany), the then-unvested portion of the Option all Options shall be immediately cancelled. Shares which do not vest upon such Change in Control, instead of in accordance with the vesting schedule set forth in Schedule 1, and (ii) foregoing provisions shall be canceled without payment of consideration to the Grantee’s Service is terminated other than for Cause during the 24-month period following a Change in Control, the portion of the Option that remains outstanding on the date of such termination may thereafter be exercised by the Grantee until the earlier of the second anniversary of the date of such termination or the expiration of the term of the Option. If, as a result of a Change in Control, the shares of Stock are exchanged for or converted into a different form of equity security and/or the right to receive other property (including cash), the Option may be exercised, to the maximum extent practicable, in the same form.

Vesting of Option. Subject to the terms provisions hereof and the provisions hereof, including section 5 hereof, and of the Plan, the Option shall will vest and the Grantee may exercise become exercisable as follows: (a) Except as otherwise provided in this Section 4, the Option will vest and become exercisable in accordance with the vesting schedule set forth in Schedule 1 (Exhibit A, which is attached hereto and made a part hereof. In no event will the “Vesting Schedule”). Notwithstanding Option continue to vest after the foregoing or any other provision expiration of this Agreement or the Plan, if (i) the Grantee is a party to an Executive Retention Employment Agreement with the Company (as amended from time to time, “Retention Agreement”) and has not waived his or her rights, either entirely or in pertinent part, under the Retention Agreement, and (ii) the Effective Date (as defined in the Retention Agreement) has occurred and the Employment Performance Period (as that term is defined in Section 22). To the Retention Agreement) has commenced and has extent not terminated pursuant to section 3(b) of the Retention Agreementexercised, then, so long as the Grantee is providing Service, the then-unvested portion vested portions of the Option shall vest upon a Change be cumulative and may be exercised in whole or in part. (b) Notwithstanding any provision of Control (as defined this Section 4 to the contrary, in the Retention Agreement )event of the Participant’s Termination of Service due to the Participant’s death or Total and Permanent Disability during the Performance Period, instead the shares of in accordance with Common Stock subject to the Option that would have vested upon the achievement of the applicable vesting schedule condition set forth in Schedule 1. Exhibit A will vest and become exercisable on the date set forth in Exhibit A upon achievement of the corresponding vesting condition during the Performance Period; provided, however, that the number of shares of Common Stock subject to the Option that vest pursuant to this subsection (b) shall be prorated based on the number of days of the Participant’s employment since the Date of Grant. (c) Notwithstanding the foregoing or any other provision of this Agreement Section 4 to the contrary, in the event of the Participant’s Termination of Service during the Performance Period upon or the Plan, if (i) the Grantee is not a party to a Retention Agreement with the Company, upon the occurrence of within 12 months following a Change in Control (i) by the Company without Cause (as definedthat term is defined in the Employment Agreement, as which term is defined in Xxxxxxx 00 xxxxx), (xx) by the Company upon its nonrenewal of the date hereofEmployment Agreement, or (iii) by the Participant for Good Reason (as that term is defined in the Plan for all purposes Employment Agreement), then the shares of this Agreement) then, so long as Common Stock subject to the Grantee is still providing Service Option that would have vested upon the achievement of the applicable vesting condition set forth in Exhibit A will vest and become exercisable on the date of such occurrence, the then-unvested portion of the Option shall vest upon such Change in Control, instead of in accordance with the vesting schedule set forth in Schedule 1, and (ii) Exhibit A upon achievement of the Grantee’s Service is terminated other than for Cause corresponding vesting condition during the 24-month period following a Change in ControlPerformance Period; provided, however, that the portion number of shares of Common Stock subject to the Option that remains outstanding vest pursuant to this subsection (b) shall be prorated based on the date number of such termination may thereafter be exercised by the Grantee until the earlier days of the second anniversary Participant’s employment since the Date of the date of such termination or the expiration of the term of the Option. If, as a result of a Change in Control, the shares of Stock are exchanged for or converted into a different form of equity security and/or the right to receive other property (including cash), the Option may be exercised, to the maximum extent practicable, in the same formGrant.

Vesting of Option. Subject to the terms and provisions hereof, including section 5 hereof, and the Plan, the The Option shall vest and the Grantee may exercise the Option in accordance with Schedule A; provided, however, that: (a) if the vesting schedule set forth in Schedule 1 (the “Vesting Schedule”). Notwithstanding the foregoing or any other provision Optionee’s Employment terminates as a result of this Agreement or the Plan, if (i) termination of the Grantee is a party to an Executive Retention Employment Agreement with the Company (as amended from time to timeOptionee by Employer without Cause, “Retention Agreement”) and has not waived his or her rights, either entirely or in pertinent part, under the Retention Agreement, and (ii) the Effective Date Optionee’s Disability or death, or (as defined in the Retention Agreementiii) has occurred and the Employment Period (as defined in the Retention Agreement) has commenced and has not terminated pursuant with respect to section 3(b) of the Retention Agreement, then, so long as the Grantee is providing ServiceShares earned for a calendar year after 2010, the then-Optionee’s Retirement, then (A) the Option for the year of termination shall Vest on a Pro Rata Basis, (B) any unvested portion of the Option that was earned for the 2010 calendar year shall vest upon become fully vested as of the Date of Termination, and (C) if a Change of Control (as defined in has occurred, any amount that is scheduled to vest on the Retention Agreement ), instead one-year anniversary of in accordance with the vesting schedule set forth in Schedule 1. Notwithstanding the foregoing or any other provision Change of this Agreement or the Plan, if Control pursuant to clause (i) the Grantee is not a party to a Retention Agreement with the Company, upon the occurrence of a Change in Control (as defined, Section 2(i) above shall become fully vested as of the date hereof, in the Plan for all purposes Date of this AgreementTermination; (b) then, so long as the Grantee is still providing Service on the date of such occurrence, the then-unvested portion of the Option shall vest upon such Change in Control, instead of in accordance with the vesting schedule set forth in Schedule 1, and (ii) the Grantee’s Service is terminated other than for Cause during the 24-month period following a Change in Control, respect to the portion of the Option that remains outstanding on is earned for the date of such termination may thereafter be exercised by 2010 calendar year, if the Grantee until the earlier of the second anniversary of the date of such termination or the expiration of the term of the Option. If, Optionee’s Employment terminates as a result of the Optionee’s resignation or Retirement, then the Option shall be deemed to have stopped vesting as of the Date of Termination of such Optionee, and no portion of the Option shall be earned for the calendar year in which the Date of Termination occurs; (c) with respect to the portion of the Option that is earned for calendar years after 2010, if the Optionee’s Employment terminates as a result of the Optionee’s resignation, then the Option shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Optionee; (d) if the Optionee’s Employment terminates as a result of termination by Employer for Cause, then the Option will be immediately forfeited by the Optionee and terminate as of the Date of Termination; and (e) upon a Change in Controlof Control through December 31, the shares of Stock are exchanged for or converted into a different form of equity security and/or the right to receive other property (including cash)2013, the Option may shall Vest on a Return-on-Equity Basis; provided that, upon such a Change of Control following which Stock continues to be exercisedheld by any of the Principal Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 3(e) without giving effect to this proviso, the maximum extent practicableAdministrator shall, as it considers appropriate in its sole discretion, either (i) cause the Option to Vest on a Return-on-Equity Basis treating the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Option to Vest on a Return-on-Equity Basis in connection with any disposition by the Principal Investors of a material portion of their remaining Stock through December 31, 2013; (f) notwithstanding the foregoing, in the same formevent of a Change of Control after the 2010 calendar year, any portion of the Option that was earned with respect to the 2010 calendar year based on Schedule A and that has not yet vested shall vest in full upon the Change of Control.