Common use of Vesting of Option Clause in Contracts

Vesting of Option. Subject to the provisions hereof and the provisions of the Plan, the Option will vest and become exercisable as provided below, provided that Optionee is and has been continuously employed by the Company or any Subsidiary from the Grant Date through the date the applicable performance goal described below is achieved: (a) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “First Performance Goal”), then on and after the first Business Day on which the First Performance Goal is achieved the Option may be exercised with respect to [ ] of the shares of the stock subject to the Option; (b) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Second Performance Goal”), then on and after the first Business Day on which the Second Performance Goal is achieved the Option may be exercised with respect to an additional [ ] of the shares of the stock subject to the Option; (c) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Third Performance Goal”), then on and after the first Business Day on which the Third Performance Goal is achieved the Option may be exercised with respect to the remaining [ ] of the shares of the stock subject to the Option; and (d) if during the Option Vesting Period there is a Change in Control of the Company then immediately prior to such Change in Control the Option may be exercised with respect to all of the shares of the stock subject to the Option irrespective of whether the First Performance Goal, the Second Performance Goal and/or the Third Performance Goal have been achieved. To the extent not exercised, installments shall be cumulative and may be exercised in whole or in part. If Optionee ceases to be an employee of the Company for any reason the Option shall not continue to vest after such cessation of service as an employee. No portion of the Option shall be exercisable in any event on or after the tenth anniversary of the Grant Date (the “Option General Expiration Date”). An option may not be exercised for a fraction of a share of Common Stock.

Vesting of Option. Subject (i) This Option shall vest, and may be exercised, with respect to the provisions hereof shares, upon meeting certain performance criteria as provided in subsection (ii) below and the provisions subject to earlier vesting or termination of the PlanOption as provided in subsections (e) and (f) below. The right to purchase the Shares as they become vested shall be cumulative and shall continue during the exercise term unless sooner terminated as provided herein. (ii) The Option shall vest as indicated on the schedule below, to the extent the Net Income Before Taxes (as defined on Schedule A attached hereto) of the Corporation for the fiscal year most recently completed (the “Fiscal Year”) before the Performance Vesting Date equals or exceeds the Net Income Before Taxes Targets (each, a “Target”) for the Fiscal Year, as set forth in Schedule A attached hereto: Number of Shares Performance Vesting Date 20% of total number of shares subject to the Option 1st anniversary of Grant Date 20% of total number of shares subject to the Option 2nd anniversary of Grant Date 20% of total number of shares subject to the Option 3rd anniversary of Grant Date 20% of total number of shares subject to the Option 4th anniversary of Grant Date 20% of total number of shares subject to the Option 5th anniversary of Grant Date Provided that, if the Net Income Before Taxes for the Fiscal Year is less than or exceeds the Target for such year, the Option will vest and become exercisable as provided below, provided that Optionee is and has been continuously employed by the Company or any Subsidiary from the Grant Date through the date the applicable performance goal described below is achieved: (a) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “First Performance Goal”), then on and after the first Business Day on which the First Performance Goal is achieved the Option may be exercised with respect to [ ] of the shares of the stock subject to the Option; (b) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Second Performance Goal”), then on and after the first Business Day on which the Second Performance Goal is achieved the Option may be exercised with respect to an additional [ ] of the shares of the stock subject to the Option; (c) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Third Performance Goal”), then on and after the first Business Day on which the Third Performance Goal is achieved the Option may be exercised with respect to the remaining [ ] of the shares of the stock subject to the Option; and (d) if during the Option Vesting Period there is a Change in Control of the Company then immediately prior to such Change in Control the Option may be exercised with respect to all of the shares of the stock Shares subject to the Option irrespective in an amount equal to the product of whether (a) 20% of the First Performance Goaltotal number of Shares subject to the Option multiplied by (b) the Applicable Percentage set forth on Schedule A attached hereto (this additional vesting shall not apply to the Cumulative Targets described below); provided, further, that the aggregate vesting of shares for all years cannot exceed 100% of the shares subject to this Option. If the Optionee’s Option does not become vested in any year pursuant to the above performance vesting schedule, the Second Performance Goal and/or Optionee may “catch-up” vesting if the Third Performance Goal have been achievedCumulative Net Income Before Taxes Targets (“Cumulative Target”) for the Fiscal Year (as set forth in Schedule A attached hereto) are satisfied. To the extent not exercisedpreviously vested, installments shall be cumulative and may be exercised in whole or in part. If Optionee ceases to be an employee the amount that would vest, if such Cumulative Target is met for the Fiscal Year indicated, equals 40% of the Company for any reason total number of shares subject to the Option shall not continue to vest after such cessation of service as an employee. No portion of on the Option shall be exercisable in any event on or after the tenth second anniversary of the Grant Date (Date, 60% on the “Option General Expiration third anniversary of the Grant Date”), 80% on the fourth anniversary of the Grant Date, and 100% on the fifth anniversary of the Grant Date. An option may After the fifth anniversary of the Grant Date, all further performance vesting shall cease and the Employee shall not be exercised for a fraction entitled to any further vesting under this subsection (ii). (iii) Notwithstanding the other provisions of a share this section 3(b), this Option shall become 100% vested and fully exercisable on the ninth (9th) anniversary of the Grant Date, provided the Employee is actively employed by the Corporation on such date and provided the Option has not been earlier terminated pursuant to the provisions of this Agreement. (iv) If the aggregate Fair Market Value of Common StockStock with respect to which Options under the Plan and options under all stock option plans of the Corporation and its subsidiaries are exercisable for the first time by the Employee (or person then entitled to exercise this Option) during any calendar year exceeds $100,000, this Option shall be an Incentive Stock Option (up to the $100,000 limit) and a Supplemental Stock Option for the remaining shares. Any exercise of this option shall be deemed first to be the exercise of Incentive Stock Options, with the excess treated as the exercise of Supplemental Stock Options. For purposes of determining the $100,000 limit, the Fair Market Value of the Common Stock shall be determined at the time the Options are granted. Further, no partial exercise of this Option may be made for less than 100 shares or, if less than 100 shares are still available for exercise under this Option, the number of such remaining shares. For purposes of vesting and other rights under this Agreement, the Employee’s employment by any Employer shall be considered employment hereunder.

Vesting of Option. Subject to the provisions hereof and the provisions of the Plan, the Option will vest and become exercisable as provided below, provided that Optionee is and has been continuously employed by the Company or any Subsidiary from the Grant Date through the date the applicable performance goal described below is achieved: (a) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “First Performance Goal”), then on and after the first Business Day on which the First Performance Goal is achieved the Option may be exercised with respect to [ ] of the shares of the stock subject to the Option; (b) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Second Performance Goal”), then on and after the first Business Day on which the Second Performance Goal is achieved the Option may be exercised with respect to an additional [ ] of the shares of the stock subject to the Option; (c) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Third Performance Goal”), then on and after the first Business Day on which the Third Performance Goal is achieved the Option may be exercised with respect to the remaining [ ] of the shares of the stock subject to the Option; and (d) if during the Option Vesting Period there is a Change in Control of the Company then immediately prior to such Change in Control the Option may be exercised with respect to all of the shares of the stock subject to the Option irrespective of whether the First Performance Goal, the Second Performance Goal and/or the Third Performance Goal have been achieved. To the extent not exercised, installments shall be cumulative and may be exercised in whole or in part. If Optionee ceases to be an employee of the Company for any reason the Option shall not continue to vest after such cessation of service as an employee. No portion of the Option shall be exercisable in any event on or after the tenth anniversary of the Grant Date (the “Option General Expiration Date”); provide, however, that if Optionee is a ten percent (10%) shareholder within the meaning of section 422(b)(6) of the Code on the Grant Date, an option shall not be exercisable after the expiration of five years from the Grant Date. An option may not be exercised for a fraction of a share of Common Stock.

Vesting of Option. Subject (a) Except as otherwise provided in this Agreement, the number of Option Shares that you will be entitled to purchase (the “Earned Option Shares”) shall be the number of shares indicated in Section 1 above, subject to adjustment based upon the Company’s total stockholder return (the “Company TSR”) compared to the provisions hereof total stockholder return of the Company’s peers (“Peer TSR”) over the three (3) year period beginning on the Date of Grant and ending on the third anniversary of the Date of Grant (the “Performance Period”). The peer group shall be comprised of specific companies as designated by the Compensation Committee, in its sole discretion with respect to the Performance Period, subject to adjustment pursuant to Section 11 (the “Peer Group”). For purposes of calculating the Company TSR and the Peer TSR, the applicable beginning and ending stock prices for the Company and each member of the Peer Group shall be determined by calculating the average of the per share closing prices, adjusted for splits, of the Company’s Common Stock and the common stock of each member of the Peer Group as reported by the applicable exchange markets for the 20 trading days ending on ___________ for the beginning prices and the 20 trading days ending on ___________ for the ending prices, each rounded to the fourth decimal point. At the conclusion of the Performance Period, the Company’s TSR will be compared to the Peer TSRs, and the Earned Option Shares will be determined as follows: (i) If the Company’s TSR over the Performance Period is negative, the Option shall be cancelled. (ii) If the Company's TSR is below the 50th percentile of the Peer TSRs, the Option shall be cancelled. (iii) If the Company’s TSR ranks at the 50th percentile of the Peer TSRs, the Earned Option Shares shall be equal to 33% of the Option Shares. (iv) If the Company’s TSR ranks at or above the 75th percentile of the Peer TSRs, the Earned Option Shares shall be equal to 100% of the Option Shares. (v) If the Company's TSR ranks above the 50th percentile company in the Peer Group and below the 75th percentile company in the Peer Group, the number of Option Shares shall be determined by straight-line interpolation between 33% of the Option Shares and 100% of the Option Shares based on the Company’s TSR relative to the TSR of the 50th percentile company in the Peer Group and the 75th percentile company in the Peer Group. (b) Notwithstanding the provisions of the PlanSection 5(a) above, the Option will vest and shall become immediately exercisable for the full number of Option Shares upon the occurrence of a Change in Control (as provided defined below) on or before the end of the Performance Period. A "Change in Control" means the occurrence of any of the following events: (i) the acquisition by any individual, provided entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the "Voting Shares"); provided, however, that Optionee for purposes of this Section 3(b)(i), the following acquisitions shall not constitute a Change in Control: (A) any issuance of Voting Shares directly from the Company that is and has been continuously employed approved by the Incumbent Board (as defined in Section 3(b)(ii), below), (B) any acquisition by the Company or a Subsidiary of Voting Shares, (C) any acquisition of Voting Shares by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary from the Grant Date through or (D) any acquisition of Voting Shares by any Person pursuant to a Business Combination that complies with clauses (A), (B) and (C) of Section 3(b)(iii), below; (ii) individuals who, as of the date hereof, constitute the applicable performance goal described below is achieved: Board (athe "Incumbent Board") if during the Option Vesting Period the Trailing Trading Price cease for any reason to constitute at least a majority of the Common Stock equals or exceeds $ per share (the “First Performance Goal”)Board; provided, then on and however, that any individual becoming a Director after the first Business Day on date hereof whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least two-thirds of the Directors then constituting the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be deemed to have been a member of the First Performance Goal is achieved Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest (within the Option may be exercised meaning of Rule 14a-12 of the Exchange Act) with respect to [ ] the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the shares of the stock subject to the OptionBoard; (biii) if during the Option Vesting Period the Trailing Trading Price consummation of a reorganization, merger or consolidation, a sale or other disposition of all or substantially all of the Common Stock equals assets of the Company or exceeds $ per share other transaction (the “Second Performance Goal”each, a "Business Combination"), then on and after unless, in each case, immediately following the first Business Day on which the Second Performance Goal is achieved the Option may be exercised with respect to an additional [ ] Combination, (A) all or substantially all of the shares individuals and entities who were the beneficial owners of Voting Shares immediately prior to the Business Combination beneficially own, directly or indirectly, more than 50% of the stock subject combined voting power of the then outstanding Voting Shares of the entity resulting from the Business Combination (including, without limitation, an entity 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), (B) no Person (other than the Company, such entity resulting from the Business Combination, or any employee benefit plan (or related trust) sponsored or maintained by the Company, any Subsidiary or such entity resulting from the Business Combination) beneficially owns, directly or indirectly, 25% or more of the combined voting power of the then outstanding Voting Shares of the entity resulting from the Business Combination, and (C) at least a majority of the members of the board of directors of the entity resulting from the Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for the Business Combination; or (iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, except pursuant to the Option;a Business Combination that complies with clauses (A), (B) and (C) of Section 3(b)(iii) hereof. (c) Notwithstanding the provisions of Section 5(a) above, if during prior to the Option Vesting Period the Trailing Trading Price end of the Common Stock equals or exceeds $ per share Performance Period, (i) Optionee dies while in the “Third Performance Goal”), then on and after the first Business Day on which the Third Performance Goal is achieved the Option may be exercised with respect to the remaining [ ] of the shares of the stock subject to the Option; and (d) if during the Option Vesting Period there is a Change in Control employ of the Company or a Subsidiary, then immediately prior to such Change in Control the Option may be exercised with respect to all shall become immediately exercisable for 50% of the shares number of Option Shares and will remain exercisable in accordance with Section 7 below; (ii) Optionee becomes permanently disabled while in the employ of the stock subject to Company or a Subsidiary, then the Option irrespective shall become exercisable at the end of whether the First Performance Goal, Period for the Second Performance Goal and/or the Third Performance Goal number of Option Shares Optionee would have been achieved. To entitled to exercise if the extent not exercised, installments shall be cumulative and may be exercised in whole or in part. If Optionee ceases to be had remained an employee of the Company for on the date on which the Performance Period ends and (iii) Optionee retires while in the employ of the Company or Subsidiary, then the Committee, in its sole discretion, may determine that all or any reason the Option shall not continue to vest after such cessation of service as an employee. No portion of the Option shall be become immediately exercisable in any event on or after for the tenth anniversary full number of the Grant Date (the “Option General Expiration Date”). An option may not be exercised for a fraction of a share of Common StockShares.

Vesting of Option. Subject (a) 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”). Commencing on the provisions hereof first anniversary of the “Vesting Commencement Date” 25% of the Shares shall become Vested Shares and thereafter the provisions remaining Shares shall become Vested Shares in a series of thirty-six (36) successive equal monthly installments for each full month of Continuous Service provided by the Optionee, such that 100% of the Shares shall become Vested Shares on the fourth (4th) anniversary of the “Vesting Commencement Date.” For these purposes, the Vesting Commencement Date shall be the date hereof. 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 Section 3 below with respect to that number of shares that have vested as of the date of termination of Optionee’s Continuous Service. For purposes of this Agreement, the term “Continuous Service” means such period of time during which Optionee first establishes, and thereafter continuously maintains, his status as an Awardee Eligible to Vest, as set forth in Section 2(g) of the Plan, the Option will vest and become exercisable as provided below, provided that Optionee is and has been continuously employed by the Company or any Subsidiary from the Grant Date through the date the applicable performance goal described below is achieved: (a) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “First Performance Goal”), then on and after the first Business Day on which the First Performance Goal is achieved the Option may be exercised with respect to [ ] of the shares of the stock subject to the Option;. (b) Notwithstanding the foregoing subsection (a) of this Section 2, if during the Option Vesting Period the Trailing Trading Price Optionee’s Continuous Service ceases as a result of the Common Stock equals Optionee’s death, permanent and total disability or exceeds $ per share (retirement due to age, in accordance with the “Second Performance Goal”)Company’s or its Subsidiary’s or Affiliate’s retirement policy, then on and after the first Business Day on which the Second Performance Goal is achieved the Option may be exercised with respect to an additional [ ] of the shares of the stock subject to the Option; (c) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Third Performance Goal”), then on and after the first Business Day on which the Third Performance Goal is achieved the Option may be exercised with respect to the remaining [ ] of the shares of the stock subject to the Option; and (d) if during the Option Vesting Period there is a Change in Control of the Company then immediately prior to such Change in Control the Option may be exercised with respect to all of the shares of the stock subject to the Option irrespective of whether the First Performance Goal, the Second Performance Goal and/or the Third Performance Goal have been achieved. To the extent not exercised, installments shall be cumulative and may be exercised in whole or in part. If Optionee ceases to be an employee of the Company for any reason the Option shall not continue to vest after such cessation of service as an employee. No portion of this Option that does not constitute Vested Shares, shall immediately vest and become Vested Shares effective upon the Option shall be exercisable in any event on date of Optionee’s death, disability or after retirement, as the tenth anniversary of the Grant Date (the “Option General Expiration Date”). An option case may not be exercised for a fraction of a share of Common Stockbe.

Vesting of Option. Subject to the provisions hereof Sections 6 and the provisions 7 of the PlanAgreement, twenty percent (20%) of the Option will “Total Number of Shares Granted” as set forth in the Notice of Grant shall be eligible to vest with respect to each of the Performance Periods set forth below based on the Company’s GAAP Revenue and become exercisable as provided belowAdjusted EBITDA (each, provided a “Performance Measure”) for that Optionee is and has been continuously employed by Performance Period in accordance with this Appendix A. Vesting Date Corresponding Performance Period January 26, 2015 Fiscal 2014 January 26, 2016 Fiscal 2015 January 26, 2017 Fiscal 2016 • Seventy percent (70%) of each Tranche shall be eligible to vest based on the Company or any Subsidiary from the Grant Date through the date the applicable performance goal described below is achieved: (a) if Company’s GAAP Revenue during the Option Vesting corresponding Performance Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “First Revenue Tranche”). • Thirty percent (30%) of each Tranche shall be eligible to vest based on the Company’s Adjusted EBITDA during the corresponding Performance Period (the “Adjusted EBITDA Tranche”). • For each Performance Measure, the Administrator has established a “Performance Goal”)” for the Fiscal 2014 Performance Period. At the start of each of the Fiscal 2015 Performance Period and the Fiscal 2016 Performance Period, then the Administrator will determine the Performance Goals for the Tranche corresponding to that Performance Period • For each Performance Period, each of the Revenue Tranche and the Adjusted EBITDA Tranche shall vest based on and after the first Business Day on which Company’s actual performance for the First Performance Goal Period relative to the applicable Performance Goal, with the percentage of each such tranche that vests to be determined as follows (with “actual performance” in each case being expressed as a percentage of the applicable Performance Goal): • If the Company’s actual performance, as to a particular Performance Measure, is achieved between two levels specified in the Option may applicable table above, the vesting percentage related to that Performance Measure that vests shall be exercised with respect determined by linear interpolation between the vesting percentages for those two levels. • The overall vesting percentage applicable to [ ] a Tranche, as determined above, shall be rounded to the nearest one percent. Notwithstanding any other provision herein, in no event shall a Tranche vest as to more than one hundred percent (100%) of the shares of the stock subject to the Option; (b) if during Tranche. The Administrator shall, following the Option Vesting Period end of a Performance Period, determine whether and the Trailing Trading Price extent to which the applicable Performance Goals have been satisfied and the vesting percentage of the Common Stock equals or exceeds $ per share (corresponding Tranche. Such determinations by the “Second Administrator shall be final and binding. Any portion of a Tranche allocated to a particular Performance Goal”), then on and Period that is not vested after the first Business Day on which the Second Performance Goal is achieved the Option may be exercised with respect to an additional [ ] of the shares of the stock subject giving effect to the Option; (c) if during Administrator’s determination for that Performance Period shall terminate upon the Option Vesting Period date of such determination by the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Third Performance Goal”), then on and after the first Business Day on which the Third Performance Goal is achieved the Option may be exercised with respect to the remaining [ ] of the shares of the stock subject to the Option; and (d) if during the Option Vesting Period there is a Change in Control of the Company then immediately prior to such Change in Control the Option may be exercised with respect to all of the shares of the stock subject to the Option irrespective of whether the First Performance Goal, the Second Performance Goal and/or the Third Performance Goal have been achieved. To the extent not exercised, installments shall be cumulative and may be exercised in whole or in part. If Optionee ceases to be an employee of the Company for any reason the Option shall not continue to vest after such cessation of service as an employee. No portion of the Option shall be exercisable in any event on or after the tenth anniversary of the Grant Date (the “Option General Expiration Date”). An option may not be exercised for a fraction of a share of Common StockAdministrator.

Vesting of Option. Subject to the provisions hereof and the provisions of the Plan, the Option will vest and become exercisable as provided below, provided that Optionee is and has been continuously employed by the Company or any Subsidiary from the Grant Date through the date the applicable performance goal described below is achievedfollows: (a) if during Except as otherwise provided in this Section 4, the Option Vesting Period will vest and become exercisable in accordance with the Trailing Trading Price following schedule: (i) on the first anniversary of the Common Stock equals or exceeds $ per share (the “First Performance Goal”)Date of Grant, then on and after the first Business Day on which the First Performance Goal is achieved the Option will vest with respect to, and may be exercised with respect to [ ] for up to, one-quarter (25%) of the shares of the stock Common Stock subject to the Option; (bii) if during on the second anniversary of the Date of Grant, the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Second Performance Goal”)will vest with respect to, then on and after the first Business Day on which the Second Performance Goal is achieved the Option may be exercised with respect to an additional [ ] for up to, one-quarter (25%) of the shares of the stock Common Stock subject to the Option; (ciii) if during on the third anniversary of the Date of Grant, the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Third Performance Goal”)will vest with respect to, then on and after the first Business Day on which the Third Performance Goal is achieved the Option may be exercised with respect to the remaining [ ] for up to, one-quarter (25%) of the shares of the stock Common Stock subject to the Option; and (div) if during on the fourth anniversary of the Date of Grant, the Option Vesting Period there is a Change in Control of the Company then immediately prior to such Change in Control the Option will vest with respect to, and may be exercised with respect to all for up to, one-quarter (25%) of the shares of the stock Common Stock subject to the Option irrespective of whether the First Performance Goal, the Second Performance Goal and/or the Third Performance Goal have been achievedOption. To the extent not exercised, installments shall be cumulative and may be exercised in whole or in part. If Optionee ceases . (b) Notwithstanding any provision of this Section 4 to be an employee the contrary, in the event of the Company for any reason Participant’s Termination of Service due to the Option shall not continue to vest after such cessation of service as an employee. No Participant’s death or Total and Permanent Disability before a date provided in subsection (a), then a pro rata portion of the shares of Common Stock subject to the Option shall be exercisable in any event that would have vested on or after the tenth anniversary of the Date of Grant Date next following the date of the Participant’s Termination of Service due to his death or Total and Permanent Disability (the “Option General Expiration Next Vesting Date”) (prorated based on the number of days of the Participant’s employment during the one-year period immediately preceding the Next Vesting Date) will vest and become exercisable on the date of the Participant’s death or Total and Permanent Disability. (c) Notwithstanding any provision of this Section 4 to the contrary, in the event of the Participant’s Termination of Service upon or within 12 months following a Change in Control (i) by the Company without Cause (as that term is defined in the Employment Agreement, which term is defined in Xxxxxxx 00 xxxxx). An option may not be exercised , (xx) by the Company upon its nonrenewal of the Employment Agreement, or (iii) by the Participant for a fraction Good Reason (as that term is defined in the Employment Agreement), then all of a share the shares of Common StockStock subject to the Option which have not yet vested will vest and become exercisable on the date of such Termination of Service.

Vesting of Option. Subject to the provisions hereof Sections 6 and the provisions 7 of the PlanAgreement, the Option will vest and become exercisable as provided below, provided that Optionee is and has been continuously employed by the Company or any Subsidiary from the Grant Date through the date the applicable performance goal described below is achieved: one-third (a1/3) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (“Total Number of Shares Granted” as set forth in the “First Performance Goal”), then on and after the first Business Day on which the First Performance Goal is achieved the Option may Notice of Grant shall be exercised with respect eligible to [ ] of the shares of the stock subject to the Option; (b) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Second Performance Goal”), then on and after the first Business Day on which the Second Performance Goal is achieved the Option may be exercised with respect to an additional [ ] of the shares of the stock subject to the Option; (c) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Third Performance Goal”), then on and after the first Business Day on which the Third Performance Goal is achieved the Option may be exercised vest with respect to the remaining [ ] Performance Period set forth below based on the Company’s GAAP Revenue and Adjusted EBITDA (each, a “Performance Measure”) for that Performance Period in accordance with this Appendix A. Vesting Date Corresponding Performance Period January 26, 2015 Fiscal 2014 • Seventy percent (70%) of the Tranche shall be eligible to vest based on the Company’s GAAP Revenue during the corresponding Performance Period (the “Revenue Tranche”). • Thirty percent (30%) of the Tranche shall be eligible to vest based on the Company’s Adjusted EBITDA during the corresponding Performance Period (the “Adjusted EBITDA Tranche”). • For each Performance Measure, the Administrator has established a “Performance Goal” for the Fiscal 2014 Performance Period. • For the Performance Period, each of the Revenue Tranche and the Adjusted EBITDA Tranche shall vest based on the Company’s actual performance for the Performance Period relative to the applicable Performance Goal, with the percentage of each such tranche that vests to be determined as follows (with “actual performance” in each case being expressed as a percentage of the applicable Performance Goal): • If the Company’s actual performance, as to a particular Performance Measure, is between two levels specified in the applicable table above, the vesting percentage related to that Performance Measure that vests shall be determined by linear interpolation between the vesting percentages for those two levels. • The overall vesting percentage applicable to the Tranche, as determined above, shall be rounded to the nearest one percent. Notwithstanding any other provision herein, in no event shall the Tranche vest as to more than one hundred percent (100%) of the shares of the stock subject to the Option; and (d) if during Tranche. The Administrator shall, following the Option Vesting Period there is a Change in Control end of the Company then immediately prior Performance Period, determine whether and the extent to such Change in Control which the Option may be exercised with respect to all applicable Performance Goals have been satisfied and the vesting percentage of the shares of corresponding Tranche. Such determinations by the stock subject to the Option irrespective of whether the First Performance Goal, the Second Performance Goal and/or the Third Performance Goal have been achieved. To the extent not exercised, installments Administrator shall be cumulative final and may be exercised in whole or in partbinding. If Optionee ceases to be an employee of the Company for any reason the Option shall not continue to vest after such cessation of service as an employee. No Any portion of the Option Tranche that is not vested after giving effect to the Administrator’s determination for the Performance Period shall be exercisable in any event on or after terminate upon the tenth anniversary date of such determination by the Grant Date (the “Option General Expiration Date”). An option may not be exercised for a fraction of a share of Common StockAdministrator.

Vesting of Option. Subject to the provisions hereof and the provisions of the Plan, the Option will vest and become exercisable as provided belowratably on a daily basis commencing on the day following the Grant Date and ending on the third anniversary of the Grant Date (the “Vesting Period”) so that on the third anniversary of the Grant Date the Option shall be exercisable in full, provided that Optionee is and has been continuously employed by the Company or any Subsidiary (as that term is defined in Section 23) from the Grant Date date of this Agreement through such date. Any reference to “daily” vesting in the date Option Notice shall mean that the applicable performance goal described below is achieved: (a) if Option vests ratably on a daily basis during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “First Performance Goal”), then on and after the first Business Day on which the First Performance Goal is achieved the Option may be exercised with respect to [ ] of the shares of the stock subject to the Option; (b) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Second Performance Goal”), then on and after the first Business Day on which the Second Performance Goal is achieved the Option may be exercised with respect to an additional [ ] of the shares of the stock subject to the Option; (c) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Third Performance Goal”), then on and after the first Business Day on which the Third Performance Goal is achieved the Option may be exercised with respect to the remaining [ ] of the shares of the stock subject to the Option; and (d) if during the Option Vesting Period there is a Change in Control of the Company then immediately prior to such Change in Control the Option may be exercised with respect to all of the shares of the stock subject to the Option irrespective of whether the First Performance Goal, the Second Performance Goal and/or the Third Performance Goal have been achievedPeriod. To the extent not exercised, installments shall be cumulative and may be exercised in whole or in part. If In the event that Optionee’s employment is terminated by the Company without cause or by Optionee ceases with good reason, (a) the portion of the Option which is then vested will continue to be an employee exercisable until the tenth anniversary of the Company for any reason Grant Date (the “Option General Expiration Date”) and (b) if the Option shall is not then fully vested and exercisable an amount of the shares of Common Stock subject to the Option equal to one more year’s vesting (or such lesser number of shares as are not then vested) will vest and become exercisable upon such termination and will continue to vest after such cessation of service as an employeebe exercisable until the Option General Expiration Date. No portion of the Option shall be exercisable in any event on or after the tenth anniversary of the Grant Date (the “Option General Expiration Date”); provide, however, that if Optionee is a ten percent (10%) shareholder within the meaning of section 422(b)(6) of the Code on the Grant Date, an option shall not be exercisable after the expiration of five years from the Grant Date. An option may not be exercised for a fraction of a share of Common Stock.

Vesting of Option. (a) The Option is divided into three tranches (each a “Tranche”), with each Tranche representing a portion of the Option covering that number of Shares as specified in the Grant Notice. (b) Subject to the provisions hereof Sections 2.2 and the provisions of the Plan2.3 below, the Option will shall be eligible to vest based on the Company’s achievement of the “Stock Price Hurdles” identified below during the applicable Performance Periods and become exercisable as provided below, provided that Optionee is and has been continuously employed by the Company or any Subsidiary from the Grant Date Optionholder’s continued service in a Qualifying Position through the applicable vesting, date the applicable performance goal described below is achievedas follows: (ai) if during Tranche 1 shall vest on the Option Vesting Period date on which the Trailing Trading Share Price of the Common Stock first equals or exceeds $ per share $45.00 (“First Stock Price Hurdle”) during the First Performance Period; provided that in no event will Tranche 1 vest prior to February 20, 2025 (the “First Performance GoalService-Based Vesting Date”), then subject to Optionholder’s continued service in a Qualifying Position through the vesting date. (ii) Tranche 2 shall vest on and after the first Business Day date on which the First Performance Goal is achieved the Option may be exercised with respect to [ ] of the shares of the stock subject to the Option; (b) if during the Option Vesting Period the Trailing Trading Share Price of the Common Stock first equals or exceeds $ per share $50.00 (“Second Stock Price Hurdle”) during the Second Performance Period; provided that in no event will Tranche 2 vest prior to February 20, 2026 (the “Second Performance GoalService-Based Vesting Date”), then subject to Optionholder’s continued service in a Qualifying Position through the vesting date. (iii) Tranche 3 shall vest on and after the first Business Day date on which the Share Price first equals or exceeds $60.00 (“Third Stock Price Hurdle”) during the Third Performance Period; provided that in no event will Tranche 3 vest prior to February 20, 2027 (the “Third Service-Based Vesting Date”), subject to Optionholder’s continued service in a Qualifying Position through the vesting date. Any Tranche for which the applicable Stock Price Hurdle has not been achieved on or prior to the last day of the applicable Performance Period will immediately and automatically be cancelled and forfeited without consideration therefor. Each of the First Service-Based Vesting Date, the Second Performance Goal Service-Based Vesting Date and the Third Service-Based Vesting Date is referred to herein as a “Service-Based Vesting Date.” For the avoidance of doubt, if, for any given Tranche of the Option eligible to vest pursuant to clause (i), (ii) or (iii) above, the Stock Price Hurdle is achieved the Option may be exercised with respect to an additional [ ] of the shares of the stock subject prior to the Option;applicable Service-Based Vesting Date corresponding to such Stock Price Hurdle, such Tranche shall vest upon the applicable Service-Based Vesting Date corresponding to such Stock Price Hurdle, subject (except as otherwise set forth in this Agreement) to Optionholder continuing to serve in a Qualifying Position through such Service-Based Vesting Date. (c) if during In the Option Vesting Period event of a Capitalization Adjustment, the Trailing Trading Stock Price of Hurdles set forth above shall be equitably adjusted by the Common Stock equals or exceeds $ per share (the “Third Performance Goal”), then on and after the first Business Day on which the Third Performance Goal is achieved the Option may be exercised with respect to the remaining [ ] of the shares of the stock subject to the Option; andBoard. (d) if during Each Tranche may only vest (or commence vesting, as applicable) once. In no event may the Option Vesting Period there is a Change in Control of the Company then immediately prior to such Change in Control the Option may be exercised become vested and exercisable with respect to all more than the number of the shares of the stock Shares subject to the Option irrespective of whether the First Performance Goal, the Second Performance Goal and/or the Third Performance Goal have been achieved. To the extent not exercised, installments shall be cumulative and may be exercised in whole or in part. If Optionee ceases to be an employee of the Company for any reason the Option shall not continue to vest after such cessation of service as an employee. No portion of the Option shall be exercisable in any event shown on or after the tenth anniversary of the Grant Date (the “Option General Expiration Date”). An option may not be exercised for a fraction of a share of Common StockNotice.

Vesting of Option. Subject to the provisions hereof and the provisions of the Plan, the Option The Optioned Shares will vest and become exercisable in accordance with the following schedule: 25% 1st anniversary of Grant Date An additional 25% 2nd anniversary of Grant Date An additional 25% 3rd anniversary of Grant Date The final 25% 4th anniversary of Grant Date provided, however, that, in the event of your termination of employment from the Company and its Affiliates for any reason, any Optioned Shares not vested as of the date of such termination will be cancelled, except as otherwise provided belowin this Section 2. If the foregoing calculation results in vesting of a fractional Optioned Share, provided the number of Optioned Shares that Optionee is and has been continuously employed become vested will be rounded to the next higher whole number of shares. [Standard Paragraph #1 — For use with regular grants made in February or March of each year.] If your employment or service terminates as a result of death or disability (as determined by the Company Committee based upon the definition set forth in the Company’s long-term disability plan), (1) if your termination occurs on or any Subsidiary from after December 31 of the calendar year in which occurs the Grant Date, the Optioned Shares will become fully vested on your date of termination, or (2) if your termination occurs prior to December 31 of the calendar year in which occurs the Grant Date, you will become partially vested on the date of termination, and the remaining Optioned Shares will be cancelled. Your partially vested interest will be equal to the product obtained by multiplying the total number of Optioned Shares by a fraction, the numerator of which is the number of full months of service that you completed during the calendar year in which occurs the Grant Date through and the date denominator of which is twelve (12). If the applicable performance goal described below foregoing calculation results in vesting of a fractional Optioned Share, the number of Optioned Shares that become vested will be rounded to the next higher whole number of shares. [Alternate Paragraph #1 — For use in mid-year special grants where proration based on the calendar year might result in substantial vesting shortly following the Grant Date. Under the alternate paragraph, proration is achieved: based on the number of months of employment completed during the one year period from the first day of the month in which occurs the Grant Date.] If your employment or service terminates as a result of death or disability (aas determined by the Committee based upon the definition set forth in the Company’s long-term disability plan), (1) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “First Performance Goal”), then on and after the first Business Day on which the First Performance Goal is achieved the Option may be exercised with respect to [ ] of the shares of the stock subject to the Option; (b) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Second Performance Goal”), then on and after the first Business Day on which the Second Performance Goal is achieved the Option may be exercised with respect to an additional [ ] of the shares of the stock subject to the Option; (c) if during the Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Third Performance Goal”), then on and after the first Business Day on which the Third Performance Goal is achieved the Option may be exercised with respect to the remaining [ ] of the shares of the stock subject to the Option; and (d) if during the Option Vesting Period there is a Change in Control of the Company then immediately prior to such Change in Control the Option may be exercised with respect to all of the shares of the stock subject to the Option irrespective of whether the First Performance Goal, the Second Performance Goal and/or the Third Performance Goal have been achieved. To the extent not exercised, installments shall be cumulative and may be exercised in whole or in part. If Optionee ceases to be an employee of the Company for any reason the Option shall not continue to vest after such cessation of service as an employee. No portion of the Option shall be exercisable in any event your termination occurs on or after the tenth anniversary first day of the twelfth (12th) month following the month in which occurs the Grant Date, the Optioned Shares will become fully vested on your date of termination, or (2) if your termination occurs prior to the first day of the twelfth (12th) month following the month in which occurs the Grant Date, you will become partially vested on the date of termination, and the remaining Optioned Shares will be cancelled. Your partially vested interest will be equal to the product obtained by multiplying the total number of Optioned Shares by a fraction, the numerator of which is the number of full months of service that you completed during the twelve (12) month period that begins on the first day of the month following the month in which occurs the Grant Date and the denominator of which is twelve (12). If the foregoing calculation results in vesting of a fractional Optioned Share, the number of Optioned Shares that become vested will be rounded to the next higher whole number of shares. [Standard Paragraph #2 — For use with regular grants made in February or March of each year.] If your employment or service terminates as a result of retirement on or after age fifty-five (55) with ten (10) or more years of service, or retirement on or after age sixty-two (62) (“Option General Expiration DateRetirement”), (1) if your Retirement occurs on or after December 31 of the calendar year in which occurs the Grant Date, the Optioned Shares will continue to vest, subject to the terms of the Plan, on the same schedule as would have applied had you continued employment, and (2) if your Retirement occurs prior to December 31 of the calendar year in which occurs the Grant Date, a portion of the Optioned Shares will be immediately forfeited, and the remainder of the Optioned Shares will continue to vest, subject to the terms of the Plan, on the same schedule as would have applied had you continued employment. An option may not The portion of the Optioned Shares that are immediately forfeited will be exercised for equal to the product obtained by multiplying the total number of Optioned Shares by a fraction fraction, the numerator of which is twelve (12) minus the number of full months of service that you completed during the calendar year in which occurs the Grant Date and the denominator of which is twelve (12). If the foregoing calculation results in vesting of a share fractional Optioned Share, the number of Common StockOptioned Shares that become vested will be rounded to the next higher whole number of shares. The number of Optioned Shares available for exercise on or after each vesting date will be reduced by a pro rata portion of the total number of forfeited Optioned Shares. [Alternate Paragraph #2 — For use in mid-year special grants where proration based on the calendar year might result in substantial vesting shortly following the Grant Date. Under the alternate paragraph, proration is based on the number of months of employment completed during the one year period from the first day of the month in which occurs the Grant Date.] If your employment or service terminates as a result of retirement on or after age fifty-five (55) with ten (10) or more years of service, or retirement on or after age sixty-two (62) (“Retirement”), (1) if your Retirement occurs on or after the first day of the twelfth (12th) month following the month in which occurs the Grant Date, the Optioned Shares will continue to vest, subject to the terms of the Plan, on the same schedule as would have applied had you continued employment, and (2) if your Retirement occurs prior to the first day of the twelfth (12th) month following the month in which occurs the Grant Date, a portion of the Optioned Shares will be immediately forfeited, and the remainder of the Optioned Shares will continue to vest, subject to the terms of the Plan, on the same schedule as would have applied had you continued employment. The portion of the Optioned Shares that are immediately forfeited will be equal to the product obtained by multiplying the total number of Optioned Shares by a fraction, the numerator of which is twelve (12) minus the number of full months of service that you completed during the during the twelve (12) month period that begins on the first day of the month following the month in which occurs the Grant Date and the denominator of which is twelve (12). If the foregoing calculation results in vesting of a fractional Optioned Share, the number of Optioned Shares that become vested will be rounded to the next higher whole number of shares. The number of Optioned Shares available for exercise on or after each vesting date will be reduced by a pro rata portion of the total number of forfeited Optioned Shares. Notwithstanding the vesting schedule described above, the Committee may extend the date(s) of vesting to a later date to take into account any period of the Optionee’s leave of absence, unless prohibited by law.