Common use of Term of Option Clause in Contracts

Term of Option. The option shall terminate (insert term) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee ceases to be employed by the Company for any reason other than death, termination for cause or voluntary termination without the consent of the Company, the Option may be exercised at any time within three (3) months days after the date the Grantee ceases to be an employee, but in any event not later than the date on which the option terminates under this Agreement. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan has accrued and is in effect at the date of such cessation of employment. In the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the Company, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such disability, but in any event not later than the date on which the option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreement

Term of Option. The option shall terminate (insert term) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee ceases to be employed by the Company for any reason other than death, disability, termination for cause Cause, or voluntary termination by the Grantee without the consent of the Company, the Option may be exercised at any time within three (3) months days after the date the Grantee ceases to be an employee, but in any event not later than the date on which the option Option terminates under this Agreement. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has accrued vested and is in effect at the date of such cessation of employment. In the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the Company, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of employment due to disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such disabilitytermination of employment, but in any event not later than the date on which the option Option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued vested on the date the Grantee becomes disabled, and is in effect as of such determination datecessation of employment. In the event of the death of the Grantee while an employee of the Company or within ninety three (903) days months after the termination of employment (other than termination for cause Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option Option terminates under this Agreement.

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Participant ceases to be employed by an employee, director or consultant of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyParticipant or termination of the Participant for “cause” (as defined in the Plan)), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event that the Grantee Participant’s employment, directorship or consultancy is terminated by the Company or an Affiliate for cause or voluntarily terminates without “cause” (as defined in the consent Plan), the Participant’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the CompanyOption, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability of the Grantee (as determined by the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Participant, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Participant’s termination of such disabilityservice or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option shall terminate ten (insert term10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee ceases to be employed by the Company for any reason other than death, termination for cause or voluntary termination without the consent of the Company, the Option may be exercised at any time within three (3) months days after the date the Grantee ceases to be an employee, but in any event not later than the date on which the option terminates under this Agreement. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan has accrued and is in effect at the date of such cessation of employment. In the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the Company, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability Disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and 1997 Stock Option Plan Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such disabilityDisability, but in any event not later than the date on which the option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, Disabled and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreement

Term of Option. The option Option shall terminate on ten (insert term10) years from the date of this Agreementhereof (i.e., April 4, 2015), but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee ceases to be employed by perform services as an employee for the Company for any reason other than death, disability, termination of services as an employee for cause "Cause" (as defined in the Plan) or voluntary termination without the consent of the Companyservices as a employee, the Option may be exercised at any time within three ninety (390) months days after the date the Grantee ceases to be provide services as an employeeemployee to the Company, or within Ten (10) years from the date hereof, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan has accrued and is in effect at the date of such cessation of employmentservices as an employee. In the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the Company, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employmentservices as an employee are terminated by the Company for "Cause" (as defined in the Plan), or voluntarily by the Grantee, the Grantee's right to exercise any unexercised portion of this Option shall cease forthwith, and this Option shall thereupon terminate. In the event of disability Disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such disabilityDisability or, but in any event not later than if earlier, within the date on which originally prescribed term of the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, Disabled and is in effect as of such determination date. In the event of the death of the Grantee while performing services as an employee of to the Company or within ninety thirty (9030) days after the termination of employment services as an employee (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one three (13) year months after the date of death of the GranteeGrantee or, but in any event not later than if earlier, within the date on which originally prescribed term of the option terminates under this AgreementOption.

Term of Option. The option This Option shall terminate (insert term) ten years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee ceases to be employed by the Company for any reason other than death, termination for cause or voluntary termination without the consent of the Company, the Option may be exercised at any time within three (3) months days after the date the Grantee Participant ceases to be an employee, but in director or consultant of the Company or of an Affiliate (for any event not later reason other than the death or Disability of the Participant or termination of the Participant for Cause, the Option may be exercised, if it has not previously terminated, within three months after the date on which the option terminates under this AgreementParticipant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employmentservice. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the termination of service, the Participant or the Participant’s Survivors may exercise the Option within one year after the date of the Participant’s termination of service, but in no event after the date of expiration of the term of the Option. In the event that the Grantee Participant’s service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this Option shall cease immediately as of the time the Participant is notified his or her service is terminated for cause or voluntarily terminates without Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the consent contrary, if subsequent to the Participant’s termination, but prior to the exercise of the CompanyOption, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability of the Grantee (as determined by the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Participant, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Participant’s termination of such disabilityservice or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “cause” (as defined in the Plan)), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In Notwithstanding the foregoing, in the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the CompanyEmployee’s Disability or death within three (3) months after the termination of employment, the options granted under this Agreement, to Employee or the extent not theretofore exercised, shall automatically terminate as of Employee’s Survivors may exercise the Option within one (1) year after the date of the Employee’s termination of employment, but in no event after the Grantee's employmentdate of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for “cause” (as defined in the Plan), the Employee’s right to exercise any unexercised portion of disability this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as an employee, but prior to the exercise of the Grantee (as determined by Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Employee’s termination of such disabilityemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option shall terminate five (insert term5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee ceases to be employed by the Company or a subsidiary thereof for any reason other than death, Disability, termination for cause or voluntary termination without the consent of the Company, the Option may be exercised at any time within three thirty (330) months days after the date the Grantee ceases to be an employee, or within five (5) years from the granting of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Option Shares under the Plan has accrued and is in effect at the date of such cessation of employment. In the event that the Grantee's employment is terminated by the Company or a subsidiary thereof for "cause" (as defined in the Plan), or voluntarily by the Grantee is terminated for cause or voluntarily terminates without the consent of the Company, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employmentright to exercise any unexercised portion of this Option shall cease forthwith, and this Option shall thereupon terminate. In the event of disability Disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and 1994 Stock Option Plan Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one thirty (130) year days after the date of such disabilityDisability or, but in any event not later than if earlier, the date on which the option terminates under term originally prescribed by this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Option Shares hereunder has accrued on the date the Grantee becomes disabled, Disabled and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or a subsidiary thereof, within ninety (90) thirty days after the termination of employment (other than termination for cause or without consent of the Company), ) the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the GranteeGrantee or, but in any event not later than if earlier, within the date on which originally prescribed term of the option terminates under this AgreementOption.

Term of Option. The option Option shall terminate (insert term) ten years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “cause” (as defined in the Plan), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In Notwithstanding the foregoing, in the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the CompanyEmployee’s Disability or death within three months after the termination of employment, the options granted under this Agreement, to Employee or the extent not theretofore exercised, shall automatically terminate as of Employee’s Survivors may exercise the Option within one year after the date of the Employee’s termination of employment, but in no event after the Grantee's employmentdate of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for “cause” (as defined in the Plan), the Employee’s right to exercise any unexercised portion of disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Employee’s termination of such disabilityemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate (insert term) ten years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for Cause (as defined in the Plan)), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In Notwithstanding the foregoing, in the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the CompanyEmployee’s Disability or death within three months after the termination of employment, the options granted under this Agreement, to Employee or the extent not theretofore exercised, shall automatically terminate as of Employee’s Survivors may exercise the Option within one year after the date of the Employee’s termination of employment, but in no event after the Grantee's employmentdate of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for Cause (as defined in the Plan), the Employee’s right to exercise any unexercised portion of disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute Cause, then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Employee’s termination of such disabilityemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination by the Employee's employer for "cause" (as defined in the Plan), the Option may be exercised at any time exercised, if it has not previously terminated, within three one (31) months days month after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In Notwithstanding the foregoing, in the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the CompanyEmployee's death within one (1) month after the termination of employment, the options granted under this Agreement, Employee's legal representatives and/or any person or persons who acquired the Employee's rights to the extent not theretofore exercised, shall automatically terminate as Option by will or by the laws of descent and distribution may exercise the Option within one (1) year after the date of termination the Employee's death, but in no event after the date of expiration of the Grantee's employmentterm of the Option. In the event the Employee's employment is terminated by the Employee's employer for "cause" (as defined in the Plan), the Employee's right to exercise any unexercised portion of disability this Option shall cease forthwith, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee's termination as an employee, but prior to the exercise of the Grantee (as determined by Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee's termination, the Employee engaged in conduct which would constitute "cause," then the Employee shall forthwith cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such disabilityDisability or, but in any event not later than if earlier, the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee’s employment by the Employee’s employer for “Cause” (as defined in the Plan), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan has accrued and Option is in effect at the date of such cessation of employment. In Notwithstanding the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the Companyforegoing, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In in the event of disability the Employee’s Disability or death within three (3) months after the termination of employment, the Grantee (as determined by the Board of Directors of the Company Employee or the Compensation and Stock Option Committee of the Company, as the case Employee’s Survivors may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), exercise the Option shall be exercisable within one (1) year after the date of such disabilitythe Employee’s termination of employment, but in any no event not later than after the date on which of expiration of the option terminates under this Agreementterm of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for “Cause” (as defined in the Plan), the Employee’s right to exercise any unexercised portion of this Option shall cease as of such eventtermination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Employee’s termination, the Employee engaged in conduct which would constitute “Cause,” then the Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event of the Disability of the Employee, as determined in accordance with the Plan, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on not exercised as of the date of Disability within one (1) year after the Grantee becomes disabledEmployee’s termination of employment or, and is in effect as of such determination dateif earlier, within the term originally prescribed by the Option. In the event of the death of the Grantee Employee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company)an Affiliate, the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, by the Option must be exercised, if at all, Employee’s Survivors within one (1) year after the date of death of the GranteeEmployee or, but in any event not later than if earlier, within the date on which originally prescribed term of the option terminates under this AgreementOption.

Term of Option. The option Option shall terminate (insert term) ten years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee's employment for "cause" (as defined in the Plan), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In Notwithstanding the foregoing, in the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the CompanyEmployee's Disability or death within three months after the termination of employment, the options granted under this Agreement, to Employee or the extent not theretofore exercised, shall automatically terminate as of Employee's Survivors may exercise the Option within one year after the date of the Employee's termination of employment, but in no event after the Grantee's employmentdate of expiration of the term of the Option. In the event the Employee's employment is terminated by the Employee's employer for "cause" (as defined in the Plan), the Employee's right to exercise any unexercised portion of disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for "cause," and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee's termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee's termination, the Employee engaged in conduct which would constitute "cause," then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Employee's termination of such disabilityemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option shall terminate (insert term) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee ceases to be employed by the Company for any reason other than death, termination for cause or voluntary termination without the consent of the Company, the Option may be exercised at any time within three (3) months days after the date the Grantee ceases to be an employee, but in any event not later than the date on which the option terminates under this Agreement. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan has accrued and is in effect at the date of such cessation of employment. In the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the Company, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability Disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and 1997 Stock Option Plan Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such disabilityDisability, but in any event not later than the date on which the option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, Disabled and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreement

Term of Option. The option Option shall terminate (insert term) have a term of 10 years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement, but shall be subject to earlier termination as provided herein Agreement or in the Plan. If The Option shall automatically terminate upon the happening of the first of the following events: The 91st day following the date the Grantee is no longer employed by, or providing service to, the Company and any Affiliate, if the termination is for any reason other than Disability, death or Cause. The 1st anniversary of the date the Grantee is no longer employed by, or providing service to, the Company and any Affiliate on account of the Grantee’s death or Disability. The date on which the Grantee ceases to be employed by, or provide service to, the Company and any Affiliate for Cause. Notwithstanding the prior provisions of this Paragraph 4, if the Grantee engages in conduct that constitutes Cause at any time while the Grantee is employed by, or provides service to, the Company and any Affiliate or after the Grantee’s termination of employment or service, the Option shall immediately terminate, and the Grantee shall automatically forfeit all Shares underlying any exercised portion of the Option for which the Company has not yet delivered the Share certificates, upon refund by the Company of the Exercise Price paid by the Grantee for such Shares. Upon any reason other than deathexercise of the Option, termination for cause the Company may withhold delivery of Share certificates pending resolution of an inquiry that could lead to a finding resulting in forfeiture. The date of cancellation, termination, or voluntary termination without expiration of the consent Option pursuant to action taken by the Compensation Committee in accordance with Sections 13, 16 or 17 of the Plan. Notwithstanding the foregoing, in no event may the Option be exercised after the date that is immediately before the 10th anniversary of the Date of Grant; provided however, in the event that on the last business day of the term of the Option (i) the exercise of the Option is prohibited by applicable law or (ii) Shares may not be purchased or sold by the Grantee due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term of the Option may shall be exercised extended for a period of 30 days following the end of the legal prohibition, black-out period or lock-up agreement. Any portion of the Option that is not exercisable at any the time within three (3) months days after the date the Grantee ceases to be an employeeemployed by, but in any event not later than the date on which the option terminates under this Agreement. In such eventor provide service to, the Option Company and any Affiliate shall be exercisable only to the extent that the right to purchase Shares under the Plan has accrued and is in effect at the date of such cessation of employment. In the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the Company, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such disability, but in any event not later than the date on which the option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementimmediately terminate.

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Participant ceases to be employed by an employee, director or consultant of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyParticipant or termination of the Participant for "cause" (as defined in the Plan), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant's Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant's Survivors may exercise the Option within one (1) year after the date of the Participant's termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event that the Grantee Participant's employment, directorship or consultancy is terminated by the Company or an Affiliate for cause or voluntarily terminates without "cause" (as defined in the consent Plan), the Participant's right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant's termination, but prior to the exercise of the CompanyOption, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability of the Grantee (as determined by the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Participant's termination, the Participant engaged in conduct which would constitute "cause," then the Participant shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Participant, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Participant's termination of such disabilityservice or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Participant ceases to be employed by an employee, director or consultant of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyParticipant or termination of the Participant for “cause” (as defined in the Plan), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event that the Grantee Participant’s employment, directorship or consultancy is terminated by the Company or an Affiliate for cause or voluntarily terminates without “cause” (as defined in the consent Plan), the Participant’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the CompanyOption, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability of the Grantee (as determined by the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Participant, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Participant’s termination of such disabilityservice or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee ceases to be employed by the Company for any reason other than death, termination for cause or voluntary termination without the consent of the Company, the Option may be exercised at any time within three (3) months days after the date the Grantee Participant ceases to be an employee, but in director or consultant of the Company or of an Affiliate (for any event not later reason other than the death or Disability of the Participant or termination of the Participant for “cause” (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within twelve (12) months after the date on which the option terminates under this AgreementParticipant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within twelve (12) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event that the Grantee Participant’s employment, directorship or consultancy is terminated by the Company or an Affiliate for cause or voluntarily terminates without “cause” (as defined in the consent Plan), the Participant’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the CompanyOption, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability of the Grantee (as determined by the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Participant, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Participant’s termination of such disabilityservice or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option This Option shall terminate (insert term) six years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “cause”), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter except as set forth below. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In If the event that the Grantee is terminated for cause or voluntarily terminates without the consent Employee ceases to be an employee of the Company, the options granted under this Agreement, Company or of an Affiliate but continues after termination of employment to provide service to the extent Company or an Affiliate as a consultant, this Option shall continue to vest in accordance with Section 3 above as if this Option had not theretofore exercisedterminated until the Employee is no longer providing services to the Company. In such case, this Option shall automatically terminate convert and be deemed a Non-Qualified Option as of the date of that is three months from termination of the Grantee's Employee’s employment and this Option shall continue on the same terms and conditions set forth herein until such Employee is no longer providing service to the Company or an Affiliate. Notwithstanding the foregoing, in the event of the Employee’s Disability or death within three months after the termination of employment, the Employee or the Employee’s Survivors may exercise the Option within one year after the date of the Employee’s termination of employment, but in no event after the date of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for “cause”, the Employee’s right to exercise any unexercised portion of disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Employee’s termination of such disabilityemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate (insert term) ten years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for Cause (as defined in the Plan)), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In Notwithstanding the foregoing, in the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the CompanyEmployee’s Disability or death within three months after the termination of employment, the options granted under this Agreement, to Employee or the extent not theretofore exercised, shall automatically terminate as of Employee’s Survivors may exercise the Option within one year after the date of the Employee’s termination of employment, but in no event after the Grantee's employmentdate of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for Cause, the Employee’s right to exercise any unexercised portion of disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute Cause, then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Employee’s termination of such disabilityemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option This Option shall terminate (insert term) on the Option Expiration Date as specified in the Stock Option Grant Notice and, if this Option is designated in the Stock Option Grant Notice as an ISO and the Participant owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, such date may not be more than five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Participant ceases to be employed by an Employee, director or Consultant of the Company or of an Affiliate for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyParticipant, or termination of the Participant for Cause (the “Termination Date”), the Option to the extent then vested and exercisable pursuant to Section 3 hereof as of the Termination Date, and not previously terminated in accordance with this Agreement, may be exercised at any time within three (3) months days after the date Termination Date, or on or prior to the Grantee Option Expiration Date as specified in the Stock Option Grant Notice, whichever is earlier, but may not be exercised thereafter except as set forth below. In such event, the unvested portion of the Option shall not be exercisable and shall expire and be cancelled on the Termination Date. If this Option is designated in the Stock Option Grant Notice as an ISO and the Participant ceases to be an employeeEmployee of the Company or of an Affiliate but continues after termination of employment to provide service to the Company or an Affiliate as a director or Consultant, this Option shall continue to vest in accordance with Section 3 above as if this Option had not terminated until the Participant is no longer providing services to the Company. In such case, this Option shall automatically convert and be deemed a Non-Qualified Option as of the date that is three months from termination of the Participant’s employment and this Option shall continue on the same terms and conditions set forth herein until such Participant is no longer providing service to the Company or an Affiliate. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Date, the Participant or the Participant’s Survivors may exercise the Option within one year after the Termination Date, but in no event after the Option Expiration Date as specified in the Stock Option Grant Notice. In the event the Participant’s service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event not later than of the date Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on which or prior to the option terminates under this AgreementOption Expiration Date as specified in the Stock Option Grant Notice. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan has accrued and is in effect at the date of such cessation of employment. In the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the Company, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such disability, but in any event not later than the date on which the option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate (insert term) years from the date of this Agreement, but shall be subject to earlier termination immediately and without further notice (i) if the Fair Market Value of a share of Common Stock for five (5) consecutive Business Days is below $(insert barrier price) or (ii) as provided herein or in the Plan. In the event that the Grantee’s employment is terminated for Cause or the Grantee voluntarily terminates employment without the consent of the Company, the Options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee’s employment. If the Grantee ceases to be employed by the Company for any reason other than death, disability, termination for cause Cause, or voluntary termination by the Grantee without the consent of the Company, the Option may be exercised at any time within three (3) months days after the date the Grantee ceases to be an employee, but in any event not later than the date on which the option Option terminates under this Agreement. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement and the Plan has accrued vested and is in effect at the date of such cessation of employment. In the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the Company, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of employment due to disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such disabilitytermination of employment, but in any event not later than the date on which the option Option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued vested on the date the Grantee becomes disabled, and is in effect as of such determination datecessation of employment. In the event of the death of the Grantee while an employee of the Company or within ninety three (903) days months after the termination of employment (other than termination for cause Cause, disability or voluntary termination by the Grantee without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option Option terminates under this Agreement.

Term of Option. The option This Option shall terminate (insert term) ten years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “cause” (as defined in the Plan)), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter except as set forth below. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In If the event that the Grantee is terminated for cause or voluntarily terminates without the consent Employee ceases to be an employee of the Company, the options granted under this Agreement, Company or of an Affiliate but continues after termination of employment to provide service to the extent Company or an Affiliate as a consultant, this Option shall continue to vest in accordance with Section 3 above as if this Option had not theretofore exercisedterminated until the Employee is no longer providing services to the Company. In such case, this Option shall automatically terminate convert and be deemed a Non-Qualified Option as of the date of that is three months from termination of the GranteeEmployee's employment and this Option shall continue on the same terms and conditions set forth herein until such Employee is no longer providing service to the Company or an Affiliate. Notwithstanding the foregoing, in the event of the Employee’s Disability or death within three months after the termination of employment, the Employee or the Employee’s Survivors may exercise the Option within one year after the date of the Employee’s termination of employment, but in no event after the date of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for “cause” (as defined in the Plan), the Employee’s right to exercise any unexercised portion of disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Employee’s termination of such disabilityemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Participant ceases to be employed by an employee, director or consultant of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyParticipant or termination of the Participant for “cause” (as defined in the Plan), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employmentservice. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of service, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of service, but in no event after the date of expiration of the term of the Option. In the event that the Grantee Participant’s service is terminated by the Company or an Affiliate for “cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option shall cease immediately as of the time the Participant is notified his or her service is terminated for cause or voluntarily terminates without “cause”, and this Option shall thereupon terminate. Notwithstanding anything herein to the consent contrary, if subsequent to the Participant’s termination, but prior to the exercise of the CompanyOption, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability of the Grantee (as determined by the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Participant, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Participant’s termination of such disabilityservice or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate (insert term) years from on the date 10th anniversary of this Agreementthe Grant Date, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Participant ceases to be employed by an Employee, director or consultant of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyParticipant or termination of the Participant for “cause”), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Participant ceases to be an employeeEmployee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employmentservice. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of service, the Participant or the Participant’s Survivors may exercise the Option within one year after the date of the Participant’s termination of service, but in no event after the date of expiration of the term of the Option. In the event that the Grantee Participant’s service is terminated by the Company or an Affiliate for “cause”, the Participant’s right to exercise any unexercised portion of the Option shall cease immediately as of the time the Participant is notified his or her service is terminated for cause or voluntarily terminates without “cause,” and the consent Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the CompanyOption, the options granted under this AgreementAdministrator determines that, either prior or subsequent to the extent not theretofore exercisedParticipant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall automatically terminate as of immediately cease to have any right to exercise the date of termination of Option and the Grantee's employmentOption shall thereupon terminate. In the event of disability the Disability of the Grantee (Participant, as determined by in accordance with the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Participant’s termination of such disabilityservice or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “cause” (as defined in the Plan), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter except as set forth below. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable as set forth above and is in effect at the date of such cessation of employment. In If the event that the Grantee is terminated for cause or voluntarily terminates without the consent Employee ceases to be an employee of the Company, the options granted under this Agreement, Company or of an Affiliate but continues after termination of employment to provide service to the extent Company or an Affiliate as a consultant, this Option shall continue to vest in accordance with Section 3 above as if this Option had not theretofore exercisedterminated until the Employee is no longer providing services to the Company. In such case, this Option shall automatically terminate convert and be deemed a Non-Qualified Option as of the date of that is three months from termination of the Grantee's Employee’s employment and this Option shall continue on the same terms and conditions set forth herein until such Employee is no longer providing service to the Company or an Affiliate. Notwithstanding the foregoing, in the event of the Employee’s Disability or death within three (3) months after the termination of employment, the Employee or the Employee’s Survivors may exercise the Option within one (1) year after the date of the Employee’s termination of employment, but in no event after the date of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for “cause”, (as defined in the Plan), the Employee’s right to exercise any unexercised portion of disability its Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for “cause”, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause”, then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Employee’s termination of such disabilityemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate (insert term) seven years from after the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Participant ceases to be employed by an employee, director or consultant of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyParticipant or termination of the Participant for “cause” (as defined in the Plan), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment, directorship or consultancy. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months after the termination of employment, directorship or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one (1) year after the date of the Participant’s termination of employment, directorship or consultancy, but in no event after the date of expiration of the term of the Option. In the event that the Grantee Participant’s employment, directorship or consultancy is terminated by the Company or an Affiliate for cause or voluntarily terminates without “cause” (as defined in the consent Plan), the Participant’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the CompanyOption, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability of the Grantee (as determined by the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Participant, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Participant’s termination of such disabilityservice or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate (insert term) ten years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Non-Employee Director ceases to be employed by a director of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyNon-Employee Director or termination of the Non-Employee Director for “cause” (as defined in the Plan), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Non-Employee Director ceases to be a director of the Company or an employeeAffiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employmentservice. Notwithstanding the foregoing, in the event of the Non-Employee Director’s Disability or death within three months after the termination of service, the Non-Employee Director or the Non-Employee Director’s Survivors may exercise the Option within one year after the date of the Non-Employee Director’s termination of service, but in no event after the date of expiration of the term of the Option. In the event that the Grantee Non-Employee Director’s service is terminated by the Company or an Affiliate for “cause” (as defined in the Plan), the Non-Employee Director’s right to exercise any unexercised portion of this Option shall cease immediately as of the time the Non-Employee Director is notified his or her service is terminated for cause or voluntarily terminates without “cause”, and this Option shall thereupon terminate. Notwithstanding anything herein to the consent contrary, if subsequent to the Non-Employee Director’s termination, but prior to the exercise of the CompanyOption, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability of the Grantee (as determined by the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Non-Employee Director’s termination, the Non-Employee Director engaged in conduct which would constitute “cause,” then the Non-Employee Director shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Non-Employee Director, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Non-Employee Director’s termination of such disabilityservice or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate (insert term) ten years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or of an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “cause” as defined in the Plan, the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or of an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter except as set forth below. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In If the event that the Grantee is terminated for cause or voluntarily terminates without the consent Employee ceases to be an employee of the Company, the options granted under this Agreement, Company or of an Affiliate but continues after termination of employment to provide service to the extent Company or an Affiliate as a consultant, this Option shall continue to vest in accordance with Section 3 above as if this Option had not theretofore exercisedterminated until the Employee is no longer providing services to the Company. In such case, this Option shall automatically terminate convert and be deemed a Non-Qualified Option as of the date of that is three months from termination of the Grantee's Employee’s employment and this Option shall continue on the same terms and conditions set forth herein until such Employee is no longer providing service to the Company or an Affiliate. Notwithstanding the foregoing, in the event of the Employee’s Disability or death within three months after the termination of employment, the Employee or the Employee’s Survivors may exercise the Option within one year after the date of the Employee’s termination of employment, but in no event after the date of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for “cause” as defined in the Plan, the Employee’s right to exercise any unexercised portion of disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Employee’s termination of such disabilityemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option term of the Option shall terminate (insert term) years from commence on the date hereof and all rights to purchase shares hereunder shall cease at 11:59 p.m. on the day before the tenth (10th) anniversary of this Agreementthe date hereof, but shall be subject to earlier termination as provided herein or herein. Except as may otherwise be provided in the Plan. If the Grantee ceases to be employed by the Company for any reason other than deaththis Agreement, termination for cause or voluntary termination without the consent of the Company, the Option options granted hereunder may be exercised at any time within three (3) months days after the date the Grantee ceases pursuant to Section 10 cumulatively, as follows: [To be an employee, but in any event not later than the date determined on which the option terminates under this Agreement. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan has accrued and is in effect at the date of such cessation of employment. In the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the Company, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability of the Grantee (as determined a case-by-case basis by the Board of Directors of the Company at the time of issuance; provided, however, that options shall vest and be exercisable as to at least 20% of the shares 2 For the purpose of this Agreement, the Optionee shall be deemed to be a "Service Provider" to the Company for so long as the Optionee is employed by the Company, or the Compensation and Stock Option Committee a parent or subsidiary of the Company, or a corporation or a parent or subsidiary of a corporation issuing or assuming an option to which Section 425(a) of the Internal Revenue Code of 1986, as amended, applies. A leave of absence (regardless of the case may bereason therefor) shall be deemed to constitute the cessation of Service Provider status as of the commencement date of the leave, unless such leave is authorized by the Company in writing and the Optionee recommences providing services prior to the expiration date of such leave. Accordingly, the Optionee shall receive credit as a Service Provider to the Company during a leave of absence only if the leave is authorized by the Company and the Optionee recommences providing services on or prior to the expiration date of the leave. The purchase price of the Shares as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one exercised shall be paid in full at the time of exercise (1i) year after in cash or by certified check or by bank draft; (ii) subject to any legal restrictions on the acquisition or purchase of such shares by the Company and with the prior written consent and approval of the Company, by the delivery of shares of Common Stock of the Company which shall be deemed to have a value to the Company equal to the aggregate fair market value of such shares determined in accordance with Section 6 of the Plan; (iii) with the prior written consent and approval of the Company, by the execution and delivery of Optionee's promissory note in the principal amount of the exercise price, with such term, interest rate and other terms and provisions, including, without limitation, requiring the shares acquired upon exercise to be pledged to the Company to secure payment of the note, as the Board of Directors of the Company may specify, (iv) by cancellation of indebtedness of the Company to Optionee, (v) by waiver of compensation due or accrued to Optionee for services rendered, (vi) provided that a public market for the Company's stock exists, through a "same day sale" commitment from the Optionee and a broker-dealer that is a member of the National Association of Securities Dealers (an "NASD" Dealer) whereby the Optionee irrevocably elects to exercise his Option and to sell a portion of the Shares so purchased to pay for the exercise price and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the exercise price directly to the Company, (vii) provided that a public market for the Company's stock exists, through a "margin" commitment from the Optionee and a NASD Dealer whereby the Optionee irrevocably elects to exercise this Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the exercise price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the exercise price directly to the Company, or (viii) any combination of (i), (ii), (iii), (iv), (v), (vi), or (vii) above. Except as provided in Section 5 hereof, the Option may not be exercised at any time unless the Optionee shall have been continuously, from the date hereof to the date of such disabilitythe exercise of the Option, but in any event not later than a Service Provider to the date on which the option terminates under this AgreementCompany. In such event, The holder of the Option shall be exercisable not have any of the rights of a shareholder with respect to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), covered by the Option shall be exercisable as to the extent exercisable but any Shares of Common Stock not exercised as of the date of death actually issued and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementdelivered to Optionee.

Term of Option. The option This Option shall terminate ten (insert term10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “cause” (as defined in the Plan)), the this Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of this Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the this Option shall be exercisable only to the extent that the right to purchase Shares under the Plan this Option has accrued become exercisable and is in effect at the date of such cessation of employment. In Notwithstanding the foregoing, in the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the CompanyEmployee’s Disability or death within three (3) months after the termination of employment, the options granted under Employee or the Employee’s Survivors may exercise this Agreement, to the extent not theretofore exercised, shall automatically terminate as of Option within one (1) year after the date of the Employee’s termination of employment, but in no event after the Grantee's employment. In the event date of disability expiration of the Grantee term of this Option. If the Employee’s employment is terminated by the Employee’s employer for “cause” (as determined by defined in the Plan), the Employee’s right to exercise any unexercised portion of this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as an employee, but prior to the exercise of this Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall immediately cease to have any right to exercise this Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may bePlan, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the this Option shall be exercisable within one (1) year after the date Employee’s termination of such disabilityemployment or, but in any event not later than if earlier, within the date on which the option terminates under term originally prescribed by this AgreementOption. In such event, the this Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate (insert term) ten years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Non-Employee Director ceases to be employed by a director of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyNon-Employee Director or termination of the Non-Employee Director for "cause" (as defined in the Plan), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Non-Employee Director ceases to be a director of the Company or of an employeeAffiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employmentservice. Notwithstanding the foregoing, in the event of the Non-Employee Director's Disability or death within three months after the termination of service, the Non-Employee Director or the Non-Employee Director's Survivors may exercise the Option within one year after the date of the Non-Employee Director's termination of service, but in no event after the date of expiration of the term of the Option. In the event that the Grantee Non-Employee Director's service is terminated by the Company or by an Affiliate for "cause" (as defined in the Plan), the Non-Employee Director's right to exercise any unexercised portion of this Option shall cease immediately as of the time the Non-Employee Director is notified his or her service is terminated for cause or voluntarily terminates without "cause," and this Option shall thereupon terminate. Notwithstanding anything herein to the consent contrary, if subsequent to the Non-Employee Director's termination, but prior to the exercise of the CompanyOption, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability of the Grantee (as determined by the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Non-Employee Director's termination, the Non-Employee Director engaged in conduct which would constitute "cause" (as defined in the Plan), then the Non-Employee Director shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Non-Employee Director, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Non-Employee Director's termination of such disabilityservice or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination dateOption. In the event of the death of the Grantee Non-Employee Director while an employee a director of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company)an Affiliate, the Option shall be exercisable to by the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, Non-Employee Director's Survivors within one (1) year after the date of death of the GranteeNon-Employee Director or, but in any event not later than if earlier, within the date on which originally prescribed term of the option terminates under this AgreementOption.

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of Employee's employment for "cause" (as defined in the Plan), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In Notwithstanding the foregoing, in the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the CompanyEmployee's death within three (3) months after the termination of employment, the options granted under this Agreement, Employee's legal representatives and/or any person or persons who acquired the Employee's rights to the extent not theretofore exercised, shall automatically terminate as Option by will or by the laws of descent and distribution may exercise the Option within one (1) year after the date of termination the Employee's death, but in no event after the date of expiration of the Grantee's employmentterm of the Option. In the event the Employee's employment is terminated by the Company for "cause" (as defined in the Plan), the Employee's right to exercise any unexercised portion of disability this Option shall cease forthwith, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee's termination as an employee, but prior to the exercise of the Grantee (as determined by Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee's termination, the Employee engaged in conduct which would constitute "cause," then the Employee shall forthwith cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such disabilityDisability or, but in any event not later than if earlier, the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee ceases to be employed by the Company or by any Subsidiary (as defined in the Plan) of the Company for any reason other than death, disability, termination for cause or voluntary termination without the consent of the CompanyCompany or Subsidiary, as the case may be, the Option may be exercised at any time within three thirty (330) months days after the date the Grantee ceases to be an employee, or within ten (10) years from the granting of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan has accrued and is in effect at the date of such cessation of employment. In the event that the Grantee's employment is terminated by the Company or Subsidiary, as the case may be, for "cause" (as defined in the Plan), or voluntarily by the Grantee is terminated for cause or voluntarily terminates without the consent of the CompanyCompany or Subsidiary, the options granted under Grantee's right to exercise any unexercised portion of this AgreementOption shall cease forthwith, and this Option shall thereupon terminate. In the event of retirement of the Grantee, the Option shall be exercisable within twelve (12) months after the date of retirement or, if earlier, within the originally prescribed term of the Option. In the event of retirement, the Option shall be exercisable to the extent not theretofore exercised, shall automatically terminate as of that the right to purchase the Shares hereunder has accrued on the date of termination of the Grantee's employmentretirement. In the event of disability of the Grantee ([as determined by the Board of Directors of the Company or the Compensation and 1998 Stock Option Incentive Plan Committee (the "Committee") of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that the Committee, as the case may be, in writing)], the Option shall be exercisable within one twelve (112) year months after the date of such disabilitydisability or, but in any event not later than if earlier, the date on which the option terminates under term originally prescribed by this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, disabled and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or Subsidiary, as the case may be, or within ninety (90) thirty days after the termination of employment (other than termination for cause or without consent of the CompanyCompany or Subsidiary), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the GranteeGrantee or, but in any event not later than if earlier, within the date on which originally prescribed term of the option terminates under this AgreementOption.

Term of Option. The option Option shall terminate (insert term) ten years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “cause” (as defined in the Plan), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In Notwithstanding the foregoing, in the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the CompanyEmployee’s Disability or death within three months after the termination of employment, the options granted under this Agreement, to Employee or the extent not theretofore exercised, shall automatically terminate as of Employee’s Survivors may exercise the Option within one year after the date of the Employee’s termination of employment, but in no event after the Grantee's employmentdate of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Company for “cause” (as defined in the Plan), the Employee’s right to exercise any unexercised portion of disability this Option shall cease immediately as of the Grantee (time the Employee is notified his employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Employee’s termination of such disabilityemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate (insert term) ten years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “cause” (as defined in the Plan), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In Notwithstanding the foregoing, in the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the CompanyEmployee’s Disability or death within three months after the termination of employment, the options granted under this Agreement, to Employee or the extent not theretofore exercised, shall automatically terminate as of Employee’s Survivors may exercise the Option within one year after the date of the Employee’s termination of employment, but in no event after the Grantee's employmentdate of expiration of the term of the Option. In the event of disability the Employee’s employment is terminated by the Employee’s employer for “cause” (as defined in the Plan), the Employee’s right to exercise any unexercised portion of the Grantee (Option shall cease immediately as determined by of the time the Employee is notified his or her employment is terminated for “cause,” and the Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall immediately cease to have any right to exercise the Option and Stock the Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Employee’s termination of such disabilityemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option This Option shall terminate (insert term) years from on the date of this AgreementOption Expiration Date as specified in the Stock Option Grant Notice, but shall be subject to earlier termination as provided herein or in the Planherein. If the Grantee Participant ceases to be employed by an Employee of the Company or of an Affiliate for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyParticipant, or termination of the Participant for Cause (the “Termination Date”), the Option to the extent then vested and exercisable pursuant to Section 4 hereof as of the Termination Date, and not previously terminated in accordance with this Agreement, may be exercised at any time within three (3) months days after the date Termination Date, or on or prior to the Grantee ceases to Option Expiration Date as specified in the Stock Option Grant Notice, whichever is earlier, but may not be an employeeexercised thereafter except as set forth below. In such event, the unvested portion of the Option shall not be exercisable and shall expire and be cancelled on the Termination Date. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Date, the Participant or the Participant’s Survivors may exercise the Option within one year after the Termination Date, but in no event after the Option Expiration Date as specified in the Stock Option Grant Notice. In the event the Participant’s service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified such Participant’s service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event not later than of the date Disability of the Participant, , the Option shall be exercisable within one year after the Participant’s termination of due to Disability or, if earlier, on which or prior to the option terminates under this AgreementOption Expiration Date as specified in the Stock Option Grant Notice. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan has accrued and is in effect at the date of such cessation of employment. In the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the Company, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such disability, but in any event not later than the date on which the option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the Company, Employee or termination of the Employee’s employment for “cause” (as defined in the Plan) the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In Notwithstanding the foregoing, in the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the CompanyEmployee’s Disability or death within three (3) months after the termination of employment, the options granted under this Agreement, to Employee or the extent not theretofore exercised, shall automatically terminate as of Employee’s Survivors may exercise the Option within one (1) year after the date of the Employee’s termination of employment, but in no event after the Grantee's employmentdate of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for “cause” (as defined in the Plan), the Employee’s right to exercise any unexercised portion of disability this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as an employee, but prior to the exercise of the Grantee (as determined by Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Employee’s termination of such disabilityemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate (insert term) ten years from the Date of Grant as set forth on the Option Certificate attached to this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the Date of Grant as set forth on the Option Certificate attached to this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “cause” (as defined in the Plan)), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In Notwithstanding the foregoing, in the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the CompanyEmployee’s Disability or death within three months after the termination of employment, the options granted under this Agreement, to Employee or the extent not theretofore exercised, shall automatically terminate as of Employee’s Survivors may exercise the Option within one year after the date of the Employee’s termination of employment, but in no event after the Grantee's employmentdate of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for “cause” (as defined in the Plan), the Employee’s right to exercise any unexercised portion of disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Employee’s termination of such disabilityemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate (insert term) ten years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “cause” (as defined in the Plan), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter except as set forth below. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In If the event that the Grantee is terminated for cause or voluntarily terminates without the consent Employee ceases to be an employee of the Company, Company or of an Affiliate for any reason other than the options granted under this Agreement, death or Disability of the Employee or termination of the Employee’s employment for “cause” (as defined in the Plan) but continues after termination of employment to provide service to the extent Company or an Affiliate as a consultant, this Option shall continue to vest in accordance with Section 3 above as if this Option had not theretofore exercisedterminated until the Employee is no longer providing services to the Company. In such case, this Option shall automatically terminate convert and be deemed a Non-Qualified Option as of the date of that is three months from termination of the Grantee's Employee’s employment and this Option shall continue on the same terms and conditions set forth herein until such Employee is no longer providing service to the Company or an Affiliate. Notwithstanding the foregoing, in the event of the Employee’s Disability or death within three months after the termination of employment for any reason other than termination of the Employee’s employment for “cause” (as defined in the Plan), the Employee or the Employee’s Survivors may exercise the Option within one year after the date of the Employee’s termination of employment, but in no event after the date of expiration of the term of the Option. In the event the Employee’s employment with the Company or an Affiliate is terminated by the Employee’s employer for “cause” (as defined in the Plan), the Employee’s right to exercise any unexercised portion of disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the Company, Disability (as determined in accordance with the case may be, and as to Plan) or death of the fact and date Employee while an employee of which the Grantee is notified by the Board Company or that Committee, as the case may be, in writing)of an Affiliate, the Option shall be exercisable by the Employee or the Employee’s Survivors, as applicable, within one (1) year after the Employee’s termination of employment for Disability or the date of such disabilitydeath, but in any event not later than as applicable, or, if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option This Option shall terminate (insert term) ten years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee's employment for "cause" (as defined in the Plan), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter except as set forth below. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In If the event that the Grantee is terminated for cause or voluntarily terminates without the consent Employee ceases to be an employee of the Company, the options granted under this Agreement, Company or of an Affiliate but continues after termination of employment to provide service to the extent Company or an Affiliate as a consultant, this Option shall continue to vest in accordance with Section 3 above as if this Option had not theretofore exercisedterminated until the Employee is no longer providing services to the Company. In such case, this Option shall automatically terminate convert and be deemed a Non-Qualified Option as of the date of that is three months from termination of the GranteeEmployee's employment and this Option shall continue on the same terms and conditions set forth herein until such Employee is no longer providing service to the Company or an Affiliate. Notwithstanding the foregoing, in the event of the Employee's Disability or death within three months after the termination of employment, the Employee or the Employee's Survivors may exercise the Option within one year after the date of the Employee's termination of employment, but in no event after the date of expiration of the term of the Option. In the event the Employee's employment is terminated by the Employee's employer for "cause" (as defined in the Plan), the Employee's right to exercise any unexercised portion of disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for "cause," and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee's termination as determined by an employee, but prior to 3 the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee's termination, the Employee engaged in conduct which would constitute "cause," then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Employee's termination of such disabilityemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option This Option shall terminate (insert term) on the Option Expiration Date as specified in the Stock Option Grant Notice and, if this Option is designated in the Stock Option Grant Notice as an ISO and the Participant owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, such date may not be more than five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Participant ceases to be employed by an Employee, director or Consultant of the Company or of an Affiliate for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyParticipant, or termination of the Participant for Cause (the “Termination Date”), the Option to the extent then vested and exercisable pursuant to Section 3 hereof as of the Termination Date, and not previously terminated in accordance with this Agreement, may be exercised at any time within three (3) months days after the date Termination Date, or on or prior to the Grantee Option Expiration Date as specified in the Stock Option Grant Notice, whichever is earlier, but may not be exercised thereafter except as set forth below. In such event, the unvested portion of the Option shall not be exercisable and shall expire and be cancelled on the Termination Date. If this Option is designated in the Stock Option Grant Notice as an ISO and the Participant ceases to be an employeeEmployee of the Company or of an Affiliate but continues after termination of employment to provide service to the Company or an Affiliate as a director or Consultant, this Option shall continue to vest in accordance with Section 3 above as if this Option had not terminated until the Participant is no longer providing services to the Company. In such case, this Option shall automatically convert and be deemed a Non-Qualified Option as of the date that is three months from termination of the Participant's employment and this Option shall continue on the same terms and conditions set forth herein until such Participant is no longer providing service to the Company or an Affiliate. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Date, the Participant or the Participant’s Survivors may exercise the Option within one year after the Termination Date, but in no event after the Option Expiration Date as specified in the Stock Option Grant Notice. In the event the Participant’s service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event not later than of the date Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on which or prior to the option terminates under this AgreementOption Expiration Date as specified in the Stock Option Grant Notice. In such event, the Option shall be exercisable only exercisable: to the extent that the right to purchase Shares under the Plan Option has accrued and is in effect at the date of such cessation of employment. In the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the Company, the options granted under this Agreement, to the extent become exercisable but has not theretofore exercised, shall automatically terminate been exercised as of the date of the Participant’s termination of service due to Disability; and in the Grantee's employmentevent rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of the Participant’s termination of service due to Disability. In the event of disability the death of the Grantee (as determined by the Board of Directors Participant while an Employee, director or Consultant of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)an Affiliate, the Option shall be exercisable by the Participant’s Survivors within one (1) year after the date of such disabilitydeath of the Participant or, but if earlier, on or prior to the Option Expiration Date as specified in any event not later than the date on which the option terminates under this AgreementStock Option Grant Notice. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option shall terminate This Option may not be exercised later than the earlier to occur of (insert termi) ten years from the date of grant of this AgreementOption, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee ceases to be employed by the Company for any reason other than death, termination for cause or voluntary termination without the consent of the Company, the Option may be exercised at any time within three (3ii) six (6) months days after the date the Grantee ceases to be an employee, but in any event not later than the date on which the option terminates under Optionee ceases to serve as a Director, Advisory Director or Director Emeritus of the Corporation and all Company Subsidiaries, and may be exercised during such term only in accordance with the Plan and the terms of this Agreement. In such eventIf the Optionee terminates his or her service as a Non-Employee Director with the Corporation or a Subsidiary Company as a result of Disability or Retirement without having fully exercised his or her Option, the Optionee shall have the right, during the three (3) year period following his or her termination due to Disability or Retirement, to exercise such Option shall be exercisable only to the extent that such Option has vested in accordance with the right to purchase Shares under terms hereof and the Plan has accrued and is in effect at the date time of such cessation of employmenttermination for Disability or Retirement. In If the event that Optionee dies while in the Grantee is terminated for cause or voluntarily terminates without the consent service of the CompanyCorporation or a Subsidiary Company or terminates service with the Corporation or a Subsidiary Company as a result of Disability or Retirement and dies without having fully exercised his or her vested Option, the options granted under this Agreementexecutors, to administrators, legatees or distributees of his or her estate shall have the extent not theretofore exercisedright, shall automatically terminate as of during the date of termination of the Grantee's employment. In the event of disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after period following his or her death, to exercise such Option. If the Optionee terminates his or her service as a Non-Employee Director with the Corporation or a Subsidiary Company following a Change in Control of the Corporation without having fully exercised his or her Option, the Optionee shall have the right to exercise such Option to the extent vested at the time of such termination during the remainder of the original ten (10) year term of the Option from the date of such disability, but in any event not later than the date on which the option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementgrant.

Term of Option. The option This Option shall terminate on the Option Expiration Date as specified in the Stock Option Grant Notice and, if this Option is designated in the Stock Option Grant Notice (insert termthe “Notice”) as an ISO and the Participant owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, such date may not be more than five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Participant ceases to be employed by an Employee, director or Consultant of the Company or of an Affiliate for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyParticipant, or termination of the Participant for Cause (the “Termination Date”), the Option shall continue to vest in accordance with the vesting schedule set forth in the Notice and may be exercised at any time through the Option Expiration Date except as set forth below. In such event, the unvested portion of the Option shall not be exercisable and shall expire and be cancelled on the Termination Date. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three (3) months days after the date Termination Date, the Grantee ceases to be an employeeParticipant or the Participant’s Survivors may exercise the Option within one year after the Termination Date, but in no event after the Option Expiration Date as specified in the Stock Option Grant Notice. In the event the Participant’s service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event not later than the date Participant breaches that certain Separation Agreement and General Release Agreement by and between the Company and Participant dated April 27, 2016 (the “Separation Agreement”), the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his breach of the Separation Agreement, and this Option shall thereupon terminate. In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s Disability or, if earlier, on which or prior to the option terminates under this AgreementOption Expiration Date as specified in the Stock Option Grant Notice. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan has accrued and is in effect at the date of such cessation of employment. In the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the Company, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such disability, but in any event not later than the date on which the option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option shall terminate No portion of this Option may be exercised more than ten (insert term10) years from the date of this Agreement. Subject to Section 1.3.2 hereof, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee ceases event of Termination of Employment with respect to be employed by the Company for any reason other than deathOptionee, termination for cause or voluntary termination without the consent of the Company, the Option may be exercised at any time within three (3) months days after the date the Grantee ceases to be an employee, but in any event not later than the date on which the option terminates under this Agreement. In such event, the Option shall be exercisable only cancelled as to any unvested Shares as provided in Section 1.3.1, and shall terminate and be cancelled with respect to any vested Shares on the extent that earlier of (i) the right to purchase Shares under expiration of the Plan has accrued and is ten (10) year period set forth in effect at the date first sentence of this Section 1.4, or (ii) thirty (30) days after such Termination of Employment (or six (6) months in the case of such cessation termination as a result of employment. In the event that the Grantee Optionee's disability or death); provided, however, if Optionee's Termination of Employment is with Cause, this entire Option shall be cancelled and terminated for cause or voluntarily terminates without the consent of the Company, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of such termination and shall no longer be exercisable as to any Shares, whether or not previously vested. For purposes of this Agreement, "Cause" shall mean (i) as such term is defined in the employment agreement between the Optionee and the Company and (ii) if no such employment agreement exists, any of the Granteefollowing acts or circumstances: (a) willful destruction by Optionee of Company property having a material value to the Company; (b) fraud, embezzlement, theft, or comparable dishonest activity committed by Optionee (excluding acts involving a de minimis dollar value and not related to the Company); (c) Optionee's employment. In conviction of or entering a plea of guilty or nolo contendere to any crime constituting a felony or any misdemeanor involving fraud, dishonesty or moral turpitude (excluding acts involving a de minimis dollar value and not related to the event Company); (d) Optionee's breach, neglect, refusal, or failure to materially discharge Optionee's duties (other than due to physical or mental illness) commensurate with Optionee's title and function or Optionee's failure to comply with the lawful directions of disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee Chief Executive Officer of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such disability, but in any event such case that is not later than the date on which the option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or cured within ninety fifteen (9015) days after Optionee has received written notice thereof from the termination Board of employment (other than termination for cause Directors or without consent the Chief Executive Officer of the Company), the Option shall be exercisable ; or (e) a willful and knowing material misrepresentation to the extent exercisable but not exercised as Board of Directors or the Chief Executive Officer of the date Company. For purposes of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreement, "Good Reason" shall mean (i) the transfer of Optionee's principal place of employment to a geographic location more than 30 miles from the location of Optionee's current principal place of employment; or (ii) a reduction in Optionee's gross annual base compensation (excluding any year-end or other bonuses) except if such reduction is pursuant to an agreement with the Optionee in consideration of an additional award of options.

Term of Option. The option Option shall terminate (insert term) years from the date of this Agreementexpire on _____________, but shall be subject to unless earlier termination terminated as provided herein or in the Plan. If Except as provided in the following provisions of this section, or in any employment agreement between the Company and the Grantee ceases to be employed that is consistent with the provisions of the Plan, in the event that the Grantee's employment is terminated by reason of the Grantee's death, disability (as determined by the Company for any reason other than deathCompany), termination for cause or voluntary termination without Normal Retirement (as defined in the consent of the CompanyPlan), the Option Option, to the extent it was exercisable at the time of termination, may be exercised at any time within three (3) months days after the date the Grantee ceases to be an employee, but in any event not later than the date on which the option terminates under this Agreement. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan has accrued and is in effect at the date a period of such cessation of employment. In the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the Company, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of termination or the expiration of the stated term of the Option, whichever is shorter; provided, however, that if the Grantee's employment is terminated by reason of disability or Normal Retirement and the Grantee dies within such disabilityspecified period, but in any event not later than then the Option, to the extent it was exercisable at the time of death, may be exercised for a period of one year from the date on which of death or the option terminates under this Agreementexpiration of the stated term of the Option, whichever is shorter. In such eventthe event that the Grantee's employment is terminated other than by reason of death, disability or Normal Retirement, the Option shall thereupon automatically terminate, except that (i) if the termination occurs as a result of the Grantee's voluntary resignation, the Option, to the it was extent exercisable at the time of termination, shall be exercisable to for a period of thirty (30) days from termination or the extent that expiration of the right to purchase stated term of the Shares hereunder has accrued on the date the Grantee becomes disabledOption, whichever is shorter, and (ii) if the Grantee's employment is involuntarily terminated without Cause (as defined in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of Grantee's employment (other than termination for cause or without consent of the Companyagreement), the Option shall may be exercisable exercised, to the extent it was exercisable but not exercised as of on the date of death and in such eventtermination, for a period of six months or until the Option must be exercised, if at all, within one (1) year after the date of death expiration of the Granteestated term of the Option, but in any event not later than the date on which the option terminates under this Agreementwhichever is shorter.

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee's employment by the Employee's employer for any reason, the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In Notwithstanding the foregoing, in the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the CompanyEmployee's Disability or death within three (3) months after the termination of employment, the options granted under Employee or the Employee's Survivors may exercise the Option within one (1) year after the date of the Employee's termination of employment, but in no event after the date of expiration of the term of the Option. Notwithstanding any other provision of this Agreement, to in the extent not theretofore event the Employee's employment is terminated by the Employee's employer without "cause" (as defined in the Plan), the Option may be exercised, shall automatically terminate as if it has not previously terminated, within the originally prescribed term of the Option, provided that the Employee and the Company recognize, agree and understand that any such exercise later than three (3) months after the date of termination the Employee ceases to be an employee of the Grantee's employmentCompany or an Affiliate will result in the Option being treated as a Non-Qualified Option and not as an ISO. In the event the Employee's employment is terminated by the Employee's employer for "cause" (as defined in the Plan), the Employee's right to exercise any unexercised portion of disability this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee's termination as an employee, but prior to the exercise of the Grantee (as determined by Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee's termination, the Employee engaged in conduct which would constitute "cause," then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such disability, but in any event not later than the date on which the option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the Employee's termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementof

Term of Option. The option Option shall terminate five (insert term5) years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the Employee or termination of the Employee’s employment for “cause” (as defined in the Plan and/or the Employee’s employment agreement with the Company, if any), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In Notwithstanding the foregoing, in the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the CompanyEmployee’s Disability or death within three months after the termination of employment, the options granted under this Agreement, to Employee or the extent not theretofore exercised, shall automatically terminate as of Employee’s Survivors may exercise the Option within one year after the date of the Employee’s termination of employment, but in no event after the Grantee's employmentdate of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for “cause” (as defined in the Plan and/or the Employee’s employment agreement with the Company, if any), the Employee’s right to exercise any unexercised portion of disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Employee’s termination of such disabilityemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate (insert term) expire on [Five years from the date of this AgreementGrant], but shall be subject to unless earlier termination terminated as provided herein or in the Plan. If Except as provided in the following provisions of this section, in any employment agreement between the Company and the Grantee ceases to be employed that is consistent with the provisions of the Plan, in the event that the Grantee's employment is terminated by reason of the Company for any reason other than Grantee's death, termination for cause Disability, or voluntary termination without the consent of the CompanyNormal Retirement, the Option Options, to the extent exercisable at the time of Termination of Service, may be exercised at any time within three (3a) months days after the date the Grantee ceases to be an employee, but in any event not later than the date on which the option terminates under this Agreement. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan has accrued and is in effect at the date a period of such cessation of employment. In the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the Company, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of Termination of Service, or (b) the expiration of the stated term of the Options, whichever is shorter; provided, however, that if the Grantee's employment is terminated by reason of Disability or Normal Retirement and the Grantee dies within such disabilityspecified period, but in any event not later than then the date on which the option terminates under this Agreement. In such eventOptions, the Option shall be exercisable to the extent that exercisable at the right to purchase the Shares hereunder has accrued on time of death, may be exercised for a period of one year from the date of death or the Grantee becomes disabledexpiration of the stated term of the Option, and whichever is in effect as of such determination dateshorter. In the event that the Grantee's employment is terminated other than by reason of death, Disability or Normal Retirement, the Options shall thereupon automatically terminate, except that (i) if the termination occurs as a result of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company)Grantee's voluntary resignation, the Option shall be exercisable Options, to the extent exercisable but not exercised at the time of termination, shall be exercisable for a period of thirty (30) days from termination or the expiration of the stated term of the Options, whichever is shorter, and (ii) if the Grantee's employment is involuntarily terminated without Cause (as of defined in the Grantee's employment agreement, if any), the Options may be exercised, to the extent exercisable on the date of death and in such eventtermination, for a period of six months or until the Option must be exercised, if at all, within one (1) year after the date of death expiration of the Granteestated term of the Options, but in any event not later than the date on which the option terminates under this Agreementwhichever is shorter.

Term of Option. The option Option shall terminate (insert term) ten years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Participant ceases to be employed by an Employee, director, or Consultant of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyParticipant or termination of the Participant for “cause” (as defined in the Plan), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Participant ceases to be an employeeEmployee, director, or Consultant of the Company or of an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employmentservice. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the termination of service, the Participant or the Participant’s Survivors may exercise the Option within one year after the date of the Participant’s termination of service, but in no event after the date of expiration of the term of the Option. In the event that the Grantee Participant’s service is terminated by the Company or by an Affiliate for “cause” as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option shall cease immediately as of the time the Participant is notified his or her service is terminated for cause or voluntarily terminates without “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the consent contrary, if subsequent to the Participant’s termination, but prior to the exercise of the CompanyOption, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability of the Grantee (as determined by the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Participant’s termination, the Participant engaged in conduct which would constitute “cause” (as defined in the Plan), then the Participant shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Participant, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Participant’s termination of such disabilityservice or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option shall terminate No portion of this Option may be exercised more than ten (insert term10) years from the date of this Agreement. Subject to Section 1.3.2 hereof, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee ceases event of Termination of Employment with respect to be employed by the Company for any reason other than deathOptionee, termination for cause or voluntary termination without the consent of the Company, the Option may be exercised at any time within three (3) months days after the date the Grantee ceases to be an employee, but in any event not later than the date on which the option terminates under this Agreement. In such event, the Option shall be exercisable only cancelled as to any unvested Shares as provided in Section 1.3.1, and shall terminate and be cancelled with respect to any vested Shares on the extent that earlier of (i) the right to purchase Shares under expiration of the Plan has accrued and is ten (10) year period set forth in effect at the date first sentence of this Section 1.4, or (ii) ninety (90) days after such Termination of Employment (or six (6) months in the case of such cessation termination as a result of employment. In the event that the Grantee Optionee’s disability or death); provided, however, if Optionee’s Termination of Employment is with Cause, this entire Option shall be cancelled and terminated for cause or voluntarily terminates without the consent of the Company, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of such termination and shall no longer be exercisable as to any Shares, whether or not previously vested. For purposes of this Agreement, “Cause” shall mean (i) as such term is defined in the employment agreement between the Optionee and the Company and (ii) if no such employment agreement exists, any of the Grantee's employment. In following acts or circumstances: (a) willful destruction by Optionee of Company property having a material value to the event Company; (b) fraud, embezzlement, theft, or comparable dishonest activity committed by Optionee (excluding acts involving a de minimis dollar value and not related to the Company); (c) Optionee’s conviction of disability or entering a plea of guilty or nolo contendere to any crime constituting a felony or any misdemeanor involving fraud, dishonesty or moral turpitude (excluding acts involving a de minimis dollar value and not related to the Grantee Company); or (as determined by d) Optionee’s breach, neglect, refusal, or failure to materially discharge Optionee’s duties (other than due to physical or mental illness) commensurate with Optionee’s title and function or Optionee’s failure to comply with the lawful directions of the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such disability, but in any event such case that is not later than the date on which the option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or cured within ninety fifteen (9015) days after Optionee has received written notice thereof from the termination Board of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this AgreementDirectors.

Term of Option. The option Option shall terminate expire ten (insert term10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “cause” (as defined in the Plan)), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In Notwithstanding the foregoing, in the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the CompanyEmployee’s Disability or death within three (3) months after the termination of employment, the options granted under this Agreement, to Employee or the extent not theretofore exercised, shall automatically terminate as of Employee’s Survivors may exercise the Option within one (1) year after the date of the Employee’s termination of employment, but in no event after the Grantee's employmentdate of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for “cause” (as defined in the Plan), the Employee’s right to exercise any unexercised portion of disability this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as an employee, but prior to the exercise of the Grantee (as determined by Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Employee’s termination of such disabilityemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate (insert term) ten years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee's employment for Cause (as defined in the Plan)), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In Notwithstanding the foregoing, in the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the CompanyEmployee's Disability or death within three months after the termination of employment, the options granted under this Agreement, to Employee or the extent not theretofore exercised, shall automatically terminate as of Employee's Survivors may exercise the Option within one year after the date of the Employee's termination of employment, but in no event after the Grantee's employmentdate of expiration of the term of the Option. In the event the Employee's employment is terminated by the Employee's employer for Cause, the Employee's right to exercise any unexercised portion of disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee's termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee's termination, the Employee engaged in conduct which would constitute Cause, then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Employee's termination of such disabilityemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate (insert term) years from the date of this Agreementon October 5, 2009, but shall be subject to earlier termination as provided herein or in the Planherein. If the Grantee ceases to be employed by the Company for any reason other than death, disability, termination of employment for cause "Cause" (as defined in the Plan or in any employment agreement) or voluntary termination without the consent of the Companyemployment, the Option may be exercised at any time within three ninety (390) months days after the date the Grantee ceases to be an employeeemployee of the Company, or the originally prescribed terms of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan has accrued and is in effect at the date of such cessation of employment. In the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the Company, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employmentemployment is terminated by the Company for "Cause" (as defined in the Plan), or voluntarily by the Grantee, the Grantee's right to exercise any unexercised portion of this Option shall cease forthwith, and this Option shall thereupon terminate. In the event of disability Disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Plan Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such disabilityDisability or, but in any event not later than if earlier, the date on which the option terminates under term originally prescribed by this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, Disabled and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety thirty (9030) days after the termination of employment (other than termination for cause Cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the GranteeGrantee or, but in any event not later than if earlier, within the date on which originally prescribed term of the option terminates under this AgreementOption.

Term of Option. The option Option shall terminate (insert term) years from the date of this Agreementexpire on _____________, but shall be subject to unless earlier termination terminated as provided herein or in the Plan. If Except as provided in the Grantee ceases to be employed following provisions of this section, in the event that the Grantee's employment is terminated by reason of the Grantee's death, disability (as determined by the Company for any reason other than deathCompany), termination for cause or voluntary termination without Normal Retirement (as defined in the consent of the CompanyPlan), the Option Option, to the extent it was exercisable at the time of termination, may be exercised at any time within three (3) months days after the date the Grantee ceases to be an employee, but in any event not later than the date on which the option terminates under this Agreement. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan has accrued and is in effect at the date a period of such cessation of employment. In the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the Company, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of termination or the expiration of the stated term of the Option, whichever is shorter; provided, however, that if the Grantee's employment is terminated by reason of disability or Normal Retirement and the Grantee dies within such disabilityspecified period, but in any event not later than then the Option, to the extent it was exercisable at the time of death, may be exercised for a period of one year from the date on which of death or the option terminates under this Agreementexpiration of the stated term of the Option, whichever is shorter. In such eventthe event that the Grantee's employment is terminated other than by reason of death, disability or Normal Retirement, the Option shall thereupon automatically terminate, except that (i) if the termination occurs as a result of the Grantee's voluntary resignation, the Option, to the it was extent exercisable at the time of termination, shall be exercisable to for a period of thirty (30) days from termination or the extent that expiration of the right to purchase stated term of the Shares hereunder has accrued on the date the Grantee becomes disabledOption, whichever is shorter, and (ii) if the Grantee's employment is involuntarily terminated without Cause (as defined in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the CompanyPlan), the Option shall may be exercisable exercised, to the extent it was exercisable but not exercised as of on the date of death and in such eventtermination, for a period of six months or until the Option must be exercised, if at all, within one (1) year after the date of death expiration of the Granteestated term of the Option, but in any event not later than the date on which the option terminates under this Agreementwhichever is shorter.

Term of Option. The option Option shall terminate (insert term) ten years from the date of the original Option grant under the MGI 2003 Plan, as set forth in the Notice of Grant of Stock Option and Option Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for Cause (as defined in the Plan), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In Notwithstanding the foregoing, in the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the CompanyEmployee’s Disability or death within three months after the termination of employment, the options granted under this Agreement, to Employee or the extent not theretofore exercised, shall automatically terminate as of Employee’s Survivors may exercise the Option within one year after the date of the Employee’s termination of employment, but in no event after the Grantee's employmentdate of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for Cause, the Employee’s right to exercise any unexercised portion of disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute Cause, then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Employee’s termination of such disabilityemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option This Option shall terminate (insert term) ten years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “cause” as defined in the Plan, the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In Notwithstanding the foregoing, in the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the CompanyEmployee’s Disability or death within three months after the termination of employment, the options granted under this Agreement, to Employee or the extent not theretofore exercised, shall automatically terminate as of Employee’s Survivors may exercise the Option within one year after the date of the Employee’s termination of employment, but in no event after the Grantee's employmentdate of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for “cause” as defined in the Plan, the Employee’s right to exercise any unexercised portion of disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Employee’s termination of such disabilityemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “cause” (as defined in the Plan)), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In Notwithstanding the foregoing, in the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the CompanyEmployee’s Disability or death within three (3) months after the termination of employment, the options granted under this Agreement, to Employee or the extent not theretofore exercised, shall automatically terminate as of Employee’s Survivors may exercise the Option within one (1) year after the date of the Employee’s termination of employment, but in no event after the Grantee's employmentdate of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for “cause” (as defined in the Plan), the Employee’s right to exercise any unexercised portion of disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Employee’s termination of such disabilityemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate on ten (insert term10) years from the date of this Agreementhereof (i.e., xxxxxxxxx, xx, 20__), but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee ceases to be employed by perform services as an employee for the Company for any reason other than death, disability, termination of services as an employee for cause "Cause" (as defined in the Plan) or voluntary termination without the consent of the Companyservices as a employee, the Option may be exercised at any time within three ninety (390) months days after the date the Grantee ceases to be provide services as an employeeemployee to the Company, or within Ten (10) years from the date hereof, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan has accrued and is in effect at the date of such cessation of employmentservices as an employee. In the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the Company, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employmentservices as an employee are terminated by the Company for "Cause" (as defined in the Plan), or voluntarily by the Grantee, the Grantee's right to exercise any unexercised portion of this Option shall cease forthwith, and this Option shall thereupon terminate. In the event of disability Disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such disabilityDisability or, but in any event not later than if earlier, within the date on which originally prescribed term of the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, Disabled and is in effect as of such determination date. In the event of the death of the Grantee while performing services as an employee of to the Company or within ninety thirty (9030) days after the termination of employment services as an employee (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one three (13) year months after the date of death of the GranteeGrantee or, but in any event not later than if earlier, within the date on which originally prescribed term of the option terminates under this AgreementOption.

Term of Option. The option This Option shall terminate (insert term) ten years from the date of this Agreement or, if this Option is designated in the Stock Option Grant Notice as an ISO and the Participant owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee ceases to be employed by the Company for any reason other than death, termination for cause or voluntary termination without the consent of the Company, the Option may be exercised at any time within three (3) months days after the date the Grantee Participant ceases to be an employee, but in director or Consultant of the Company or of an Affiliate for any event not later reason other than the death or Disability of the Participant, or termination of the Participant for Cause, the Option may be exercised, if it has not previously terminated, within three months after the date on which the option terminates under this AgreementParticipant ceases to provide service to the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth below. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employmentservice. If this Option is designated in the Stock Option Grant Notice as an ISO and the Participant ceases to be an employee of the Company or of an Affiliate but continues after termination of employment to provide service to the Company or an Affiliate as a director or Consultant, this Option shall continue to vest in accordance with Section 3 above as if this Option had not terminated until the Participant is no longer providing services to the Company. In such case, this Option shall automatically convert and be deemed a Non-Qualified Option as of the date that is three months from termination of the Participant’s employment and this Option shall continue on the same terms and conditions set forth herein until such Participant is no longer providing service to the Company or an Affiliate. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the termination of service, the Option may be exercised (i) by the Participant within one year of the Participant’s termination of service due to Disability; and (ii) by Participant’s Survivors within eighteen (18) months after the date of the Participant’s termination of service due to death, but in neither case may the Option be exercised after the date of expiration of the term of the Option. In the event that the Grantee Participant’s service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this Option shall cease immediately as of the time the Participant is notified his or her service is terminated for cause or voluntarily terminates without Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the consent contrary, if subsequent to the Participant’s termination, but prior to the exercise of the CompanyOption, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability of the Grantee (as determined by the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Participant, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Participant’s termination of such disabilityservice or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder Option has accrued on become exercisable but has not been exercised as of the date the Grantee becomes disabled, and is in effect as of such determination dateDisability. In the event of the death of the Grantee Participant while an employee employee, director or Consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant’s Survivors within ninety eighteen (9018) days months after the termination date of employment (other than termination for cause or without consent death of the Company)Participant or, if earlier, within the originally prescribed term of the Option. In such event, the Option shall be exercisable to the extent that the Option has become exercisable but has not been exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementdeath.

Term of Option. The option This Option shall terminate (insert term) on the Option Expiration Date as specified in the Stock Option Grant Notice and, if this Option is designated in the Stock Option Grant Notice as an ISO and the Participant owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, such date may not be more than five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Participant ceases to be employed by an Employee, director or Consultant of the Company or of an Affiliate for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyParticipant, or termination of the Participant for Cause (the “Termination Date”), the Option to the extent then vested and exercisable pursuant to Section 3 hereof as of the Termination Date, and not previously terminated in accordance with this Agreement, may be exercised at any time within three (3) months days after the date Termination Date, or on or prior to the Grantee Option Expiration Date as specified in the Stock Option Grant Notice, whichever is earlier, but may not be exercised thereafter except as set forth below. In such event, the unvested portion of the Option shall not be exercisable and shall expire and be cancelled on the Termination Date. If this Option is designated in the Stock Option Grant Notice as an ISO and the Participant ceases to be an employeeEmployee of the Company or of an Affiliate but continues after termination of employment to provide service to the Company or an Affiliate as a director or Consultant, this Option shall continue to vest in accordance with Section 3 above as if this Option had not terminated until the Participant is no longer providing services to the Company. In such case, this Option shall automatically convert and be deemed a Non-Qualified Option as of the date that is three months from termination of the Participant's employment and this Option shall continue on the same terms and conditions set forth herein until such Participant is no longer providing service to the Company or an Affiliate. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Date, the Participant or the Participant’s Survivors may exercise the Option within one year after the Termination Date, but in no event after the Option Expiration Date as specified in the Stock Option Grant Notice. In the event the Participant’s service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event not later than of the date Disability of the Participant, as determined in accordance with the Plan, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on which or prior to the option terminates under this AgreementOption Expiration Date as specified in the Stock Option Grant Notice. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan has accrued and is in effect at the date of such cessation of employment. In the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the Company, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such disability, but in any event not later than the date on which the option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Optionee ceases to be employed by an employee, director or consultant of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyOptionee or termination of the Optionee for "cause" as defined in the Plan), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Optionee ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment, consultancy or directorship. Notwithstanding the foregoing, in the event of the Optionee's death within three (3) months after the termination of employment, directorship or consultancy, the Optionee's legal representatives and/or any person or persons who acquired the Optionee's rights to the Option by will or by the laws of descent and distribution may exercise the Option within one (1) year after the date of the Optionee's death, but in no event after the date of expiration of the term of the Option. In the event that the Grantee Optionee's employment, directorship or consultancy is terminated by the Company for cause "cause" as defined in the Plan, the Optionee's right to exercise any unexercised portion of this Option shall cease forthwith, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Optionee's termination as an employee, director or voluntarily terminates without consultant but prior to the consent exercise of the CompanyOption, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability of the Grantee (as determined by the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Optionee's termination, the Optionee engaged in conduct which would constitute "cause," then the Optionee shall forthwith cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Optionee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such disabilityDisability or, but in any event not later than if earlier, the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. 2 If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee's employment for "cause" (as defined in the Plan)), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In Notwithstanding the foregoing, in the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the CompanyEmployee's Disability or death within three (3) months after the termination of employment, the options granted under this Agreement, to Employee or the extent not theretofore exercised, shall automatically terminate as of Employee's Survivors may exercise the Option within one (1) year after the date of the Employee's termination of employment, but in no event after the Grantee's employmentdate of expiration of the term of the Option. In the event the Employee's employment is terminated by the Employee's employer for "cause" (as defined in the Plan), the Employee's right to exercise any unexercised portion of disability this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee's termination as an employee, but prior to the exercise of the Grantee (as determined by Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee's termination, the Employee engaged in conduct which would constitute "cause," then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Employee's termination of such disabilityemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option This Option shall terminate (insert term) ten years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee's employment for "cause"), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter except as set forth below. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In If the event that the Grantee is terminated for cause or voluntarily terminates without the consent Employee ceases to be an employee of the Company, the options granted under this Agreement, Company or of an Affiliate but continues after termination of employment to provide service to the extent Company or an Affiliate as a consultant, this Option shall continue to vest in accordance with Section 3 above as if this Option had not theretofore exercisedterminated until the Employee is no longer providing services to the Company. In such case, this Option shall automatically terminate convert and be deemed a Non-Qualified Option as of the date of that is three months from termination of the GranteeEmployee's employment and this Option shall continue on the same terms and conditions set forth herein until such Employee is no longer providing service to the Company or an Affiliate. Notwithstanding the foregoing, in the event of the Employee's Disability or death within three months after the termination of employment, the Employee or the Employee's Survivors may exercise the Option within one year after the date of the Employee's termination of employment, but in no event after the date of expiration of the term of the Option. In the event the Employee's employment is terminated by the Employee's employer for "cause", the Employee's right to exercise any unexercised portion of disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for "cause," and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee's termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee's termination, the Employee engaged in conduct which would constitute "cause," then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Employee's termination of such disabilityemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option This Option shall terminate (insert term) ten years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “cause” (as defined in the Plan)), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In Notwithstanding the foregoing, in the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the CompanyEmployee’s Disability or death within three months after the termination of employment, the options granted under this Agreement, to Employee or the extent not theretofore exercised, shall automatically terminate as of Employee’s Survivors may exercise the Option within one year after the date of the Employee’s termination of employment, but in no event after the Grantee's employmentdate of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for “cause” (as defined in the Plan), the Employee’s right to exercise any unexercised portion of disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Employee’s termination of such disabilityemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate (insert term) ten years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee ceases to be employed by the Company for any reason other than death, termination for cause or voluntary termination without the consent of the Company, the Option may be exercised at any time within three (3) months days after the date the Grantee Executive ceases to be an employee, but director or consultant of the Company or of an Affiliate due to a voluntary resignation by the Executive without Good Reason (as defined in any event the Employment Agreement) prior to the expiration of a six (6) month period following the Effective Date (as defined in the Employment Agreement), the Option may be exercised, if it has not later than previously terminated, within three months after the date on which the option terminates under this AgreementExecutive ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employmentservice. In the event that the Grantee Executive’s service is terminated by the Company or an Affiliate for Cause (as defined in the Employment Agreement), the Executive’s right to exercise any unexercised portion of this Option shall cease immediately as of the time the Executive is notified his service is terminated for cause or voluntarily terminates without Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the consent contrary, if subsequent to the Executive’s termination, but prior to the exercise of the CompanyOption, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as discovers that prior to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Executive’s termination, the Executive engaged in conduct which constitutes Cause, then the Executive shall immediately cease to have any right to exercise the Option and this Option shall be exercisable within one (1) year after the date of such disability, but in any event not later than the date on which the option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination datethereupon terminate. In the event of that the death of the Grantee while an employee of Executive’s service is terminated by the Company or within ninety an Affiliate without Cause, by the Executive with Good Reason, by the Executive without Good Reason after expiration of a six (906) days after month period following the termination of employment (other than termination for cause or without consent Effective Date, due to any non-renewal of the CompanyEmployment Agreement, or by reason of the Executive’s death or Disability (as defined in the Employment Agreement), the Executive’s right to exercise any unexercised portion of this Option shall be exercisable governed by the terms of the Employment Agreement which provides, among other things, that Executive shall have five (5) years following the Date of Termination or the remaining term of the options, whichever is period is less, in which to exercise any and all vested options. For the avoidance of doubt, following the Executive’s death, the Option, to the extent exercisable but and not theretofore expired, canceled or forfeited, may be exercised as of by the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this AgreementExecutive’s Survivors.

Term of Option. The option This Option shall terminate (insert term) ten years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “Cause” (as defined in the Plan)), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter except as set forth below. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In If the event that the Grantee is terminated for cause or voluntarily terminates without the consent Employee ceases to be an employee of the Company, the options granted under this Agreement, Company or of an Affiliate but continues after termination of employment to provide service to the extent Company or an Affiliate as a consultant, this Option shall continue to vest in accordance with Section 3 above as if this Option had not theretofore exercisedterminated until the Employee is no longer providing services to the Company. In such case, this Option shall automatically terminate convert and be deemed a Non-Qualified Option as of the date of that is three months from termination of the GranteeEmployee's employment and this Option shall continue on the same terms and conditions set forth herein until such Employee is no longer providing service to the Company or an Affiliate. Notwithstanding the foregoing, in the event of the Employee’s Disability or death within three months after the termination of employment, the Employee or the Employee’s Survivors may exercise the Option within one year after the date of the Employee’s termination of employment, but in no event after the date of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for “Cause” (as defined in the Plan), the Employee’s right to exercise any unexercised portion of disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for “Cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “Cause,” then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Employee’s termination of such disabilityemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreementthe Option grant or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of the Option grant, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, death or Disability or termination by the Employee’s employer for cause or voluntary termination without “cause” as defined in the consent of the CompanyPlan), the Option may be exercised at any time within three ninety (390) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under this Agreement or the Plan has accrued and is in effect at the date of such cessation of employment. In the event that the Grantee Employee’s employment is terminated by the Company or an Affiliate for cause or voluntarily terminates without “cause” (as defined in the consent Plan), the Employee’s right to exercise any unexercised portion the Option shall cease forthwith, and the Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as an employee, but prior to the exercise of the CompanyOption, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability of the Grantee (as determined by the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall forthwith cease to have any right to exercise the Option, and Stock the Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such disabilityDisability or, but in any event not later than if earlier, the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate (insert term) seven years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee's employment for "cause" (as defined in the Plan)), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In Notwithstanding the foregoing, in the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the CompanyEmployee's Disability or death within three months after the termination of employment, the options granted under this Agreement, to Employee or the extent not theretofore exercised, shall automatically terminate as of Employee's Survivors may exercise the Option within one year after the date of the Employee's termination of employment, but in no event after the Grantee's employmentdate of expiration of the term of the Option. In the event the Employee's employment is terminated by the Employee's employer for "cause" (as defined in the Plan), the Employee's right to exercise any unexercised portion of disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for "cause," and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee's termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee's termination, the Employee engaged in conduct which would constitute "cause," then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Employee's termination of such disabilityemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option term of the Option shall terminate be a period of ten (insert term10) years from the date Date of this AgreementGrant. This Option, but to the extent unexercised, shall be expire on the day immediately prior to the tenth anniversary of the Date of Grant. The holder of the Option shall not have any rights to dividends or any other rights of a stockholder with respect to any shares of Common Stock subject to earlier termination the Option until such shares shall have been issued to him (as provided herein or in the Plan. If the Grantee ceases to be employed evidenced by the Company for any reason other than death, termination for cause or voluntary termination without appropriate entry on the consent books of a duly authorized transfer agent of the Company) provided that the date of issuance shall not be earlier than the date this Option is exercised and provision of the purchase price of the shares of Common Stock (with respect to which this Option is being exercised) is made to the Company pursuant to the provisions contained herein. 5. Non-transferability of Option. The Option shall not be transferable otherwise than by will or by the laws of descent and distribution, or pursuant to a domestic relations order, and the Option may be exercised at any time within three (3) months days after during the date lifetime of the Grantee ceases to be an employeeEmployee only by him. More particularly, but in any event not later than without limiting the date on which generality of the option terminates under this Agreement. In such eventforegoing, the Option may not be assigned, transferred (except as provided in the next preceding sentence) or otherwise disposed of, or pledged or hypothecated in any way, and shall not be exercisable only subject to execution, attachment or other process. Any assignment, transfer, pledge, hypothecation or other disposition of the Option attempted contrary to the extent that the right to purchase Shares under the Plan has accrued and is in effect at the date provisions of such cessation of employment. In the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the Company, the options granted under this Agreement, or any levy of execution, attachment or other process attempted upon the Option, will be null and void and without effect. Any attempt to the extent not theretofore exercisedmake any such assignment, shall automatically terminate as transfer, pledge, hypothecation or other disposition of the date Option or any attempt to make any such levy of execution, attachment or other process will cause the Option to terminate immediately upon the happening of any such event; provided, however, that any such termination of the Grantee's employment. In Option under the event foregoing provisions of disability of the Grantee (as determined by the Board of Directors of this Section 5 will not prejudice any rights or remedies which the Company or the Compensation and Stock Option Committee of the Company, as the case any Parent or Subsidiary may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such disability, but in any event not later than the date on which the option terminates have under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company Agreement or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementotherwise.

Term of Option. The option This Option shall terminate (insert term) ten years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “cause” (as defined in the Plan), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter except as set forth below. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In If the event that the Grantee is terminated for cause or voluntarily terminates without the consent Employee ceases to be an employee of the Company, the options granted under this Agreement, Company or of an Affiliate but continues after termination of employment to provide service to the extent Company or an Affiliate as a consultant, this Option shall continue to vest in accordance with Section 3 above as if this Option had not theretofore exercisedterminated until the Employee is no longer providing services to the Company. In such case, this Option shall automatically terminate convert and be deemed a Non-Qualified Option as of the date of that is three months from termination of the GranteeEmployee's employment and this Option shall continue on the same terms and conditions set forth herein until such Employee is no longer providing service to the Company or an Affiliate. Notwithstanding the foregoing, in the event of the Employee’s Disability or death within three months after the termination of employment, the Employee or the Employee’s Survivors may exercise the Option within one year after the date of the Employee’s termination of employment, but in no event after the date of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for “cause” (as defined in the Plan), the Employee’s right to exercise any unexercised portion of disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Employee’s termination of such disabilityemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination by the Employee's employer for "cause" (as defined in the Plan), the Option may be exercised at any time exercised, if it has not previously terminated, within three one (31) months days month after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In Notwithstanding the foregoing, in the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the CompanyEmployee's death within one (1) month after the termination of employment, the options granted under this Agreement, Employee's legal representatives and/or any person or persons who acquired the Employee's rights to the extent not theretofore exercised, shall automatically terminate as Option by will or by the laws of descent and distribution may exercise the Option within one (1) year after the date of termination the Employee's death, but in no event after the date of expiration of the Grantee's employmentterm of the Option. In the event the Employee's employment is terminated by the Employee's employer for "cause" (as defined in the Plan), the Employee's right to exercise any unexercised portion of disability this Option shall cease forthwith, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee's termination as an employee, but prior to the exercise of the Grantee (as determined by Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee's termination, the Employee engaged in conduct which would constitute "cause," then the Employee shall forthwith cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such disabilityDisability or, but in any event not later than if earlier, the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate (insert term) ten years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “cause” (as defined in the Plan)), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In Notwithstanding the foregoing, in the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the CompanyEmployee’s Disability or death within three months after the termination of employment, the options granted under this Agreement, to Employee or the extent not theretofore exercised, shall automatically terminate as of Employee’s Survivors may exercise the Option within one year after the date of the Employee’s termination of employment, but in no event after the Grantee's employmentdate of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for “cause” (as defined in the Plan), the Employee’s right to exercise any unexercised portion of disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Employee’s termination of such disabilityemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of Employee's employment for "cause" (as defined in the Plan), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In Notwithstanding the foregoing, in the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the CompanyEmployee's death within three (3) months after the termination of employment, the options granted under this Agreement, Employee's legal representatives and/or any person or persons who acquired the Employee's rights to the extent not theretofore exercised, shall automatically terminate as Option by will or by the laws of descent and distribution may exercise the Option within one (1) year after the date of termination the Employee's death, but in no event after the date of expiration of the Grantee's employmentterm of the Option. In the event the Employee's employment is terminated by the Company for "cause" (as defined in the Plan), the Employee's right to exercise any unexercised portion of disability this Option shall cease forthwith, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee's termination as an employee but prior to the exercise of the Grantee (as determined by Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee's termination, the Employee engaged in conduct which would constitute "cause," then the Employee shall forthwith cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date of such disabilityDisability or, but in any event not later than if earlier, the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option This Option shall terminate (insert term) ten years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “cause”), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In Notwithstanding the foregoing, in the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the CompanyEmployee’s Disability or death within three months after the termination of employment, the options granted under this Agreement, to Employee or the extent not theretofore exercised, shall automatically terminate as of Employee’s Survivors may exercise the Option within one year after the date of the Employee’s termination of employment, but in no event after the Grantee's employmentdate of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for “cause”, the Employee’s right to exercise any unexercised portion of disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Employee’s termination of such disabilityemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option shall terminate (insert term) years from the date of this Agreement, but shall be subject Subject to earlier termination as provided herein in paragraphs 5 and 6 hereof, the term of the Option, and any limitations on number of shares or time periods that it may be exercised are as follows: The Option shall expire at 5:00 p.m. (Central Time) on January 3, 2011 (the “Expiration Date”). The Option shall vest as follows: the right to purchase 22,223 shares shall vest on the Grant Date, the right to purchase 22,222 shares shall vest on the first anniversary of the Grant Date, and the right to purchase 22,222 shares shall vest on the second anniversary of the Grant Date, provided, however, that in the Plan. If the Grantee ceases to be employed event of a termination of Optionee’s employment as an officer (and specifically as Chief Executive Officer) by the Company for any reason other than deathcause, as defined by applicable law, any unvested portion of the Option shall immediately vest. The Option shall not terminate or lapse as a result of a termination of Optionee’s employment by the Company for cause any reason other than cause, but shall continue to be exercisable by the Optionee on the terms set forth herein until the Expiration Date. Unless otherwise stated above, the Options may be exercised, prior to expiration or voluntary termination without termination, at any time or from time to time, as to any part or all of the consent shares covered thereby; provided, however, that the Option may not be exercised as to less than 100 shares at any one time (or the remaining shares then purchasable under the Option, if less than 100 shares). The purchase price of the shares as to which the Option shall be exercised shall be paid in full in cash, or by the delivery of other shares of Common Stock of the Company, at the time of exercise and as provided by the Plan. Except as provided in this paragraph 3 and in paragraphs 5 and 6 hereof, the Option may not be exercised at any time within three (3) months days after unless the Optionee shall have been in the continuous employ of the Company and/or of one or more of its subsidiaries, from the date the Grantee ceases hereof to be an employee, but in any event not later than the date of the exercise of the Option. The holder of the Option shall not have any of the rights of a shareholder with respect to the shares covered by the Option except to the extent that one or more certificates for such shares shall be delivered to him upon the due exercise of the Option. The Option may not be exercised unless at the date of exercise a registration statement on which Form S-8 under the option terminates under this Agreement. In such eventSecurities Act of 1933, as amended (the “Act”), relating to the shares covered by the Option shall be exercisable only to in effect, or if, in the extent that the right to purchase Shares under the Plan has accrued and is in effect at the date opinion of such cessation of employment. In the event that the Grantee is terminated counsel for cause or voluntarily terminates without the consent of the Company, the options granted exercise and issuance of Common Stock would be exempt from registration requirements under this Agreement, the Act and under applicable securities laws. The Company is under no obligation to register the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability of the Grantee (as determined shares covered by the Board of Directors of Option under the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such disability, but in any event not later than the date on which the option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this AgreementAct.

Term of Option. DB1/ 78413207.3 (a) The option Option shall terminate (insert term) have a term of ten years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement, but shall be subject to earlier termination as provided herein Agreement or in the Plan. If (b) The Option shall automatically terminate upon the happening of the first of the following events: (i) The expiration of the 90-day period after the Grantee ceases to be employed by by, or provide service to, the Company Employer, if the termination is for any reason other than deathDisability, termination for cause death or voluntary termination without the consent Cause. (ii) The expiration of the Company, the Option may be exercised at any time within three (3) months days one-year period after the date the Grantee ceases to be an employeeemployed by, but or provide service to, the Employer on account of the Grantee’s Disability. (iii) The expiration of the one-year period after the Grantee ceases to be employed by, or provide service to, the Employer, if the Grantee dies while employed by, or providing service to, the Employer or within 90 days after the Grantee ceases to be so employed or provide such services on account of a termination described in any event not later than the subparagraph (i) above. (iv) The date on which the option terminates under this AgreementGrantee ceases to be employed by, or provide service to, the Employer for Cause. In such eventaddition, notwithstanding the prior provisions of this Section 3, if the Grantee engages in conduct that constitutes Cause after the Grantee’s employment or service terminates, the Option shall be exercisable only to immediately terminate. (v) Notwithstanding the extent that the right to purchase Shares under the Plan has accrued and is foregoing in effect at the date of such cessation of employment. In the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the Company, the options granted under this AgreementSection 3(b), to the extent not theretofore exercisedthe Option vests and becomes exercisable in accordance with Section 2(b) above, shall automatically terminate as of the date of Option will remain exercisable for 12 months following the termination of the Grantee's employment’s employment or service. In (c) Notwithstanding the event of disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may beforegoing, in writing), no event may the Option shall be exercisable within one (1) year exercised after the date that is the tenth anniversary of such disabilitythe Date of Xxxxx. Any portion of the Option that is not exercisable at the time the Grantee ceases to be employed by, but in any event not later than the date on which the option terminates under this Agreement. In such eventor provide service to, the Option Employer shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination dateimmediately terminate. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreement4.

Term of Option. The option Option shall terminate (insert term) ten years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “cause” (as defined in the Plan)), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In Notwithstanding the foregoing, in the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the CompanyEmployee’s Disability or death within three months after the termination of employment, the options granted under this Agreement, to Employee or the extent not theretofore exercised, shall automatically terminate as of Employee’s Survivors may exercise the Option within one year after the date of the Employee’s termination of employment, but in no event after the Grantee's employmentdate of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for “cause” (as defined in the Plan), the Employee’s right to exercise any unexercised portion of disability this Option shall cease immediately as of the Grantee (time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as determined by an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Employee’s termination of such disabilityemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option This Option shall terminate (insert term) years from on the date of this AgreementOption Expiration Date as specified in the Recapitalization Exchange Option Grant Notice, but shall be subject to earlier termination as provided herein or in the Planherein. If the Grantee Participant ceases to be employed by an Employee, director or Consultant of the Company or of an Affiliate for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyParticipant, or termination of the Participant for Cause (the “Termination Date”), the Option to the extent then vested and exercisable pursuant to Section 4 hereof as of the Termination Date, and not previously terminated in accordance with this Agreement, may be exercised at any time within three (3) months days after the date Termination Date, or on or prior to the Grantee Option Expiration Date as specified in the Recapitalization Exchange Option Grant Notice, whichever is earlier, but may not be exercised thereafter except as set forth below. In such event, the unvested portion of the Option shall not be exercisable and shall expire and be cancelled on the Termination Date. If this Option is designated in the Recapitalization Exchange Option Grant Notice as an ISO and the Participant ceases to be an employeeEmployee of the Company or of an Affiliate but continues after termination of employment to provide service to the Company or an Affiliate as a director or Consultant, this Option shall continue to vest in accordance with Section 4 above as if this Option had not terminated until the Participant is no longer providing services to the Company. In such case, this Option shall automatically convert and be deemed a Non-Qualified Option as of the date that is three months from termination of the Participant's employment and this Option shall continue on the same terms and conditions set forth herein until such Participant is no longer providing service to the Company or an Affiliate. Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the Termination Date, the Participant or the Participant’s Survivors may exercise the Option within one year after the Termination Date, but in no event after the Option Expiration Date as specified in the Recapitalization Exchange Option Grant Notice. In the event the Participant’s service is terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate. In the event not later than of the date Disability of the Participant, the Option shall be exercisable within one year after the Participant’s termination of service due to Disability or, if earlier, on which or prior to the option terminates under this AgreementOption Expiration Date as specified in the Recapitalization Exchange Option Grant Notice. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan has accrued and is in effect at the date of such cessation of employment. In the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the Company, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such disability, but in any event not later than the date on which the option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate ten (insert term10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan. If the Grantee Employee ceases to be employed by an employee of the Company or of an Affiliate (for any reason other than death, termination for cause the death or voluntary termination without the consent Disability of the CompanyEmployee or termination of the Employee’s employment for “Cause” (as defined below)), the Option may be exercised at any time exercised, if it has not previously terminated, within three (3) months days after the date the Grantee Employee ceases to be an employeeemployee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan Option has accrued become exercisable and is in effect at the date of such cessation of employment. In Notwithstanding the foregoing, in the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the CompanyEmployee’s Disability or death within three (3) months after the termination of employment, the options granted under this Agreement, to Employee or the extent not theretofore exercised, shall automatically terminate as of Employee’s Survivors may exercise the Option within one (1) year after the date of the Employee’s termination of employment, but in no event after the Grantee's employmentdate of expiration of the term of the Option. In the event the Employee’s employment is terminated by the Employee’s employer for Cause, the Employee’s right to exercise any unexercised portion of disability this Option shall cease as of such termination, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as an employee, but prior to the exercise of the Grantee (as determined by Option, the Board of Directors of the Company determines that, either prior or subsequent to the Compensation Employee’s termination, the Employee engaged in conduct which would constitute Cause, then the Employee shall immediately cease to have any right to exercise the Option and Stock this Option Committee shall thereupon terminate. In the event of the CompanyDisability of the Employee, as determined in accordance with the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing)Plan, the Option shall be exercisable within one (1) year after the date Employee’s termination of such disabilityemployment or, but in any event not later than if earlier, within the date on which term originally prescribed by the option terminates under this AgreementOption. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementexercisable:

Term of Option. The option Option shall terminate (insert term) have a term of seven years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement, but shall be subject to earlier termination as provided herein Agreement or in the Plan. If The Option shall also automatically terminate upon the happening of the first of the following events: The expiration of the 90-day period after the Grantee ceases to be employed by by, or provide service to, the Company Employer, if the termination is for any reason other than death, termination for cause "total disability," death or voluntary termination without the consent "cause." The expiration of the Company, the Option may be exercised at any time within three (3) months days one-year period after the date the Grantee ceases to be an employeeemployed by, but or provide service to, the Employer on account of the Grantee's "total disability." The expiration of the one-year period after the Grantee ceases to be employed by, or provide service to, the Employer, if the Grantee dies while employed by, or providing service to, the Employer or within 90 days after the Grantee ceases to be so employed or provide such services on account of a termination described in any event not later than the clause (i) above. The date on which the option terminates under Grantee ceases to be employed by, or provide service to, the Employer for "cause." In addition, notwithstanding the prior provisions of this Agreement. In such eventParagraph 3, if the Grantee engages in conduct that constitutes "cause" after the Grantee's employment or service terminates, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan has accrued immediately terminate and is in effect at the date of such cessation of employment. In the event that the Grantee is terminated for cause or voluntarily terminates without the consent shall automatically forfeit all shares of Company Stock underlying any exercised portion of the CompanyOption for which the Company has not yet delivered the share certificates, upon refund by the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as Company of the date of termination of the Grantee's employment. In the event of disability of exercise price paid by the Grantee (as determined by for such shares. Notwithstanding the Board of Directors of the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may beforegoing, in writing), no event may the Option shall be exercisable within one (1) year exercised after the date that is immediately before the seventh anniversary of such disabilitythe Date of Grant. Any portion of the Option that is not exercisable at the time the Grantee ceases to be employed by, but in any event not later than the date on which the option terminates under this Agreement. In such eventor provide service to, the Option shall be exercisable Employer (determined after giving effect to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company Paragraph 2(b) or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company2(c), the Option if applicable) shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this Agreementimmediately terminate.

Term of Option. The option Option shall terminate three (insert term3) years from the date of this Agreement[, but shall be subject to earlier termination as provided herein or in the Plan.] [The bracketed language shall be inserted in all New Options, other than those granted to non-executive directors]. [The remainder of this Section 4 shall be inserted in all New Options, other than those granted to non-executive directors]. If the Grantee ceases to be employed by the Company for any reason other than death, termination for cause cause, or voluntary termination without the consent of the Company, the Option may be exercised at any time within three ninety (390) months days after the date the Grantee ceases to be an employee, or within three (3) years from the granting of the Option, whichever is earlier, but in any event may not later than the date on which the option terminates under this Agreementbe exercised thereafter. In such event, the Option shall be exercisable only to the extent that the right to purchase Shares under the Plan has accrued and is in effect at the date of such cessation of employment. In the event that the Grantee is terminated for cause or voluntarily terminates without the consent of the Company, the options granted under this Agreement, to the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability of the Grantee (as determined by the Board of Directors of the Company or the Compensation and 2004 Stock Option Incentive Plan Committee of the Company, ; as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one thirty (130) year days after the date of such disabilitydisability or, but in any event not later than if earlier, the date on which the option terminates under term originally prescribed by this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, disabled and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety thirty (9030) days after the termination of employment (other than termination for cause or without the consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the GranteeGrantee or, but in any event not later than if earlier, within the date on which originally prescribed term of the option terminates under this AgreementOption.

Term of Option. The option shall terminate (insert term) years from the date of this Agreement, but shall be subject Subject to earlier termination as provided herein in paragraphs 5 and 6 hereof, the term of the Option, and any limitations on number of shares or time periods that it may be exercised are as follows: The Option shall expire at 5:00 p.m. (Central Time) on January 3, 2011 (the “Expiration Date”). The Option shall vest as follows: the right to purchase 144,444 shares shall vest on the Grant Date, the right to purchase 144,443 shares shall vest on the first anniversary of the Grant Date, and the right to purchase 144,443 shares shall vest on the second anniversary of the Grant Date, provided, however, that in the Plan. If the Grantee ceases to be employed event of a termination of Optionee’s employment as an officer (and specifically as Chief Executive Officer) by the Company for any reason other than deathcause, as defined by applicable law, any unvested portion of the Option shall immediately vest. The Option shall not terminate or lapse as a result of a termination of Optionee’s employment by the Company for cause any reason other than cause, but shall continue to be exercisable by the Optionee on the terms set forth herein until the Expiration Date. Unless otherwise stated above, the Options may be exercised, prior to expiration or voluntary termination without termination, at any time or from time to time, as to any part or all of the consent shares covered thereby; provided, however, that the Option may not be exercised as to less than 100 shares at any one time (or the remaining shares then purchasable under the Option, if less than 100 shares). The purchase price of the shares as to which the Option shall be exercised shall be paid in full in cash, or by the delivery of other shares of Common Stock of the Company, at the time of exercise and as provided by the Plan. Except as provided in this paragraph 3 and in paragraphs 5 and 6 hereof, the Option may not be exercised at any time within three (3) months days after unless the Optionee shall have been in the continuous employ of the Company and/or of one or more of its subsidiaries, from the date the Grantee ceases hereof to be an employee, but in any event not later than the date of the exercise of the Option. The holder of the Option shall not have any of the rights of a shareholder with respect to the shares covered by the Option except to the extent that one or more certificates for such shares shall be delivered to him upon the due exercise of the Option. The Option may not be exercised unless at the date of exercise a registration statement on which Form S-8 under the option terminates under this Agreement. In such eventSecurities Act of 1933, as amended (the “Act”), relating to the shares covered by the Option shall be exercisable only to in effect, or if, in the extent that the right to purchase Shares under the Plan has accrued and is in effect at the date opinion of such cessation of employment. In the event that the Grantee is terminated counsel for cause or voluntarily terminates without the consent of the Company, the options granted exercise and issuance of Common Stock would be exempt from registration requirements under this Agreement, the Act and under applicable securities laws. The Company is under no obligation to register the extent not theretofore exercised, shall automatically terminate as of the date of termination of the Grantee's employment. In the event of disability of the Grantee (as determined shares covered by the Board of Directors of Option under the Company or the Compensation and Stock Option Committee of the Company, as the case may be, and as to the fact and date of which the Grantee is notified by the Board or that Committee, as the case may be, in writing), the Option shall be exercisable within one (1) year after the date of such disability, but in any event not later than the date on which the option terminates under this Agreement. In such event, the Option shall be exercisable to the extent that the right to purchase the Shares hereunder has accrued on the date the Grantee becomes disabled, and is in effect as of such determination date. In the event of the death of the Grantee while an employee of the Company or within ninety (90) days after the termination of employment (other than termination for cause or without consent of the Company), the Option shall be exercisable to the extent exercisable but not exercised as of the date of death and in such event, the Option must be exercised, if at all, within one (1) year after the date of death of the Grantee, but in any event not later than the date on which the option terminates under this AgreementAct.