Common use of Exercisability Clause in Contracts

Exercisability. The earned Option Shares shall vest and become exercisable one-fourth promptly following the Certification Date and then ratably on the next three Service Vesting Dates. The Optionee must be in continuous service as an employee of the Company or any of its Affiliates or as a Director from the Award Date through the applicable Vesting Date on which the portion of the Option Shares would otherwise become exercisable in order for the Option to become exercisable with respect to that portion of the Option Shares, otherwise such Option Shares shall be forfeited. Notwithstanding the foregoing, in the event the Optionee’s employment and, if applicable, service as a Director terminates by reason of death, Disability or Retirement following the end of the Performance Period and prior to any Vesting Date, any then exercisable Option Shares shall continue to be exercisable for a period of two years following such termination, and any earned but unexercisable Option Shares shall continue to become exercisable as if the Optionee had remained employed or continued to serve as a Director for a period of two years following such termination. In the event Optionee’s employment with the Company or any of its affiliates is terminated (other than a termination for “cause”) after the end of the Performance Period but before the Certification Date, then notwithstanding the restrictions set forth above in this Section 2, promptly following the Certification Date, one-fourth of any earned Option Shares shall vest and become exercisable for a period of 90 days following the Certification Date (or two years following the Certification Date in the case of the death, Disability or Retirement of the Optionee), and the remainder of the Option Shares shall be forfeited. To the extent the Option becomes exercisable, such Option may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Option pursuant to the terms of this Agreement or the Plan.

Exercisability. The earned Option Shares shall vest and become exercisable onein accordance with the following schedule (the period covered thereby, the “Vesting Period”), if the Executive is, and has been continuously, employed by the Company or any Subsidiary thereof from the date hereof through such date: 1st Anniversary of the date hereof 25 % 2nd Anniversary of the date hereof 50 % 3rd Anniversary of the date hereof 75 % 4th Anniversary of the date hereof 100 % If the Executive ceases to be employed by the Company and its Subsidiaries on any date prior to the date which is six (6) months after the date hereof (the “Six-fourth promptly following Month Date”) (other than pursuant to a termination of the Certification Executive by the Company or its Subsidiaries, as the case may be, without Cause), the Option shall not have vested or become exercisable with respect to any of the Option Shares. If, after the Six-Month Date, the Executive ceases to be employed by the Company and its Subsidiaries on any date other than an anniversary date of the date hereof (after the Six-Month Date and then ratably prior to the fourth anniversary of the date hereof), the cumulative percentage of Option Shares to become vested shall be determined on a pro rata basis according to the number of complete calendar months elapsed since the prior anniversary date of the date hereof (it being understood that on the next three Service Vesting DatesSix-Month Date, the Option shall become vested with respect to 12.5% of the Option Shares). The Optionee must be in continuous service as an employee of If Executive is terminated by the Company or any of its Affiliates or as a Director from Subsidiaries without Cause prior to the Award Date through Six-Month Date, the applicable Vesting Date on which Option shall become vested with respect to the portion number of the Option Shares would otherwise become exercisable in order for determined on a pro rata basis according to the number of complete calendar months elapsed since the date hereof. For example: Assume that the Executive was granted the Option to become exercisable with respect to that portion of the purchase 100 Option Shares. If the Executive voluntarily ceases to be employed by the Company and its Subsidiaries three (3) complete calendar months after the date hereof, otherwise such no Option Shares shall have vested. If the Executive ceased to be forfeited. Notwithstanding employed by the foregoingCompany and its Subsidiaries one year and three (3) complete calendar months after the date hereof, in the event the Optionee’s employment and, if applicable, service as a Director terminates by reason of death, Disability or Retirement following the end of the Performance Period and prior to any Vesting Date, any then exercisable 31.25 Option Shares shall continue to be exercisable for a period of two years following such termination, and any earned but unexercisable Option Shares shall continue to become exercisable as have vested: This second result would not change if the Optionee had remained employed or continued to serve as a Director for a period of two years following such termination. In the event OptioneeExecutive’s employment with the Company or any of its affiliates is terminated (other than a termination for “cause”) instead ceased one year, three complete calendar months and fifteen days after the end of the Performance Period but before the Certification Date, then notwithstanding the restrictions set forth above in this Section 2, promptly following the Certification Date, one-fourth of any earned Option Shares shall vest and become exercisable for a period of 90 days following the Certification Date (or two years following the Certification Date in the case of the death, Disability or Retirement of the Optionee), and the remainder of the Option Shares shall be forfeited. To the extent the Option becomes exercisable, such Option may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Option pursuant to the terms of this Agreement or the Plandate hereof.

Exercisability. The earned One-third of the shares of Common Stock covered by this Option (“Option Shares”) shall vest and become exercisable on the first Service Vesting Date, one-third of the Option Shares shall vest and become exercisable on the second Service Vesting Date, and one-fourth promptly following third of the Certification Date Option Shares shall vest and then ratably become exercisable on the next three third Service Vesting DatesDate. The Optionee must be in continuous service as an employee of the Company or any of its Affiliates or as a Director from the Award Date through the applicable Service Vesting Date on which the portion of the Option Shares would otherwise become exercisable in order for the Option to become exercisable with respect to that portion of the Option Shares, otherwise such Option Shares shall be forfeited. Notwithstanding the foregoing, in the event the Optionee’s employment and, if applicable, service as a Director terminates by reason of death, Disability or Retirement following Retirement, and in any such case such termination follows the end of the Performance Period Award Date and is prior to any Service Vesting Date, any then exercisable Option Shares shall continue to be exercisable for a period of two years following such termination, and any earned but unexercisable Option Shares shall continue to become exercisable as if the Optionee had remained employed or continued to serve as a Director for a period of two years following such termination. In the event Optionee’s employment with the Company or any of its affiliates is terminated (other than a termination for “cause”) after the end of the Performance Period but before the Certification Date, then notwithstanding the restrictions set forth above in this Section 2, promptly following the Certification Date, one-fourth of any earned Option Shares shall vest and become exercisable for a period of 90 days following the Certification Date (or two years following the Certification Date in the case of the death, Disability or Retirement of the Optionee), and the remainder of the Option Shares shall be forfeited. To the extent the Option becomes exercisable, such Option may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Option pursuant to the terms of this Agreement or the Plan.

Exercisability. The earned One-third of the Option Shares that vest in accordance with the provisions of each of Section 2(a) through 2(e) shall vest and become exercisable not later than 30 days following the Performance Vesting Date upon the Committee’s determination of performance results. The remaining two-thirds of the Option Shares that vest in accordance with the provisions of each of Section 2(a) through 2(e) shall become exercisable as follows: one-fourth promptly following third on the Certification first Service Vesting Date and then ratably one-third on the next three second Service Vesting DatesDate. All remaining Option Shares will be forfeited. The Optionee must be in continuous service as an employee of employment with the Company or any of its Affiliates or serve as a Director from the Award Date through the applicable Performance Vesting Date on which or applicable Service Vesting Date the portion of the Option Shares would otherwise become exercisable in order for the Option to become exercisable with respect to that portion of the Option Shares, otherwise such Option Shares shall be forfeited. Notwithstanding the foregoing, in the event the Optionee’s employment and, if applicable, or service as a Director terminates by reason of death, death or Disability or Retirement following the end of the Performance Period Vesting Date and prior to any one or both Service Vesting DateDates, any then vested and exercisable Option Shares shall continue to be exercisable for a period of two years following such terminationOptionee’s death or Disability, and any earned but then vested and unexercisable Option Shares shall continue to become exercisable as if the Optionee had remained employed or continued to serve as a Director for a period of two years following such termination. In the event Optionee’s employment with the Company death or any of its affiliates is terminated (other than a termination for “cause”) after the end of the Performance Period but before the Certification Date, then notwithstanding the restrictions set forth above in this Section 2, promptly following the Certification Date, one-fourth of any earned Option Shares shall vest and become exercisable for a period of 90 days following the Certification Date (or two years following the Certification Date in the case of the death, Disability or Retirement of the Optionee), and the remainder of the Option Shares shall be forfeitedDisability. To the extent the Option becomes exercisable, such Option may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Option pursuant to the terms of this Agreement or the Plan.

Exercisability. (a) The earned Option Shares Options shall vest and become exercisable one-fourth promptly following as follows: DATE OPTIONS BECOME EXERCISABLE EXERCISABLE PERCENTAGE OF OPTIONS From February 3, 1999 ("Vesting 0% Date") until the Certification Date and then ratably on the next three Service Vesting Dates. The Optionee must be in continuous service as an employee first anniversary of the Company or any of its Affiliates or as a Director from the Award Date through the applicable Vesting Date on which On and after the portion first anniversary of 20% the Vesting date until the second anniversary of the Option Shares would otherwise become exercisable in order for Vesting date On and after the Option to become exercisable with respect to that portion second anniversary 40% of the Option Shares, otherwise such Option Shares shall be forfeited. Vesting date until the third anniversary of the Vesting date On and after the third anniversary of 60% the Vesting date until the fourth anniversary of the Vesting date On and after the fourth anniversary 80% of the Vesting date until the fifth anniversary of the Vesting date On and after the fifth anniversary of 100% the Vesting date (b) Notwithstanding the foregoing, in all Options that are not exercisable at the event time of the Optionee’s termination of employment and, if applicable, service as a Director terminates of the Optionholder for any reason other than by reason of the Optionholder's death, Permanent Disability or Permitted Retirement following (each as hereinafter defined) shall be automatically and immediately cancelled without any payment or other action by the end of the Performance Period and prior to any Vesting Date, any then exercisable Option Shares shall continue to be exercisable for a period of two years following such termination, and any earned but unexercisable Option Shares shall continue to become exercisable as if the Optionee had remained employed or continued to serve as a Director for a period of two years following such terminationCompany. In the event Optionee’s of and upon the termination of the Optionholder's employment because of the Optionholder's death, Permanent Disability or Permitted Retirement, all of the Optionholder's Options granted hereunder shall immediately become exercisable. (c) For purposes of this Agreement the following definitions shall apply: "Cause" shall mean (i) the Optionholder's failure to render services to the Company, which failure amounts to a material and flagrant neglect of such duties, (ii) the Optionholder's willful engagement in conduct that is, or that he or she intends to be, materially injurious to the Company, (iii) the Optionholder's commission of an act of fraud, conversion, misappropriation (including, but not limited to, the unauthorized use or disclosure of confidential or proprietary information of the Company), embezzlement or felony, (iv) a conviction of or guilty plea or his or her confession to any fraud, conversion, misappropriation, embezzlement or felony or (v) the Optionholder's repeated taking of any action prohibited by the Board, PROVIDED that he or she has received at least one written notice of having taken an action so prohibited; "Good Reason" shall mean, in each case without the Optionholder's consent, (i) a material adverse change, when viewed in the aggregate, in the Optionholder's duties, responsibilities, base compensation, bonus eligibility and/or other material matters directly related to his or her employment with the Company or any of its affiliates is terminated (other ii) the Optionholder's relocation by the Company to a location more than a termination for “cause”) after 100 miles from the end of the Performance Period but before the Certification Date, then notwithstanding the restrictions set forth above in this Section 2, promptly following the Certification Date, one-fourth of any earned Option Shares shall vest and become exercisable for a period of 90 days following the Certification Date (or two years following the Certification Date in the case of the death, Disability or Retirement of the Optionee), and the remainder of the Option Shares shall be forfeited. To the extent the Option becomes exercisable, such Option may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Option pursuant to the terms of this Agreement or the PlanOptionholder's immediately prior location.

Exercisability. The earned Option Shares exercise of Employee’s vested options and shares shall vest continue to be governed by the terms and become exercisable one-fourth promptly following conditions of the Certification Date and then ratably on the next three Service Vesting DatesCompany’s Stock Agreements. The Optionee must be in continuous service Parties acknowledge that the portions of each Option that is vested and exercisable as an employee of the Company or any Separation Date will be exercisable during the post-service exercise period applicable to such Option under its existing terms and further acknowledge, for the avoidance of its Affiliates or as a Director from doubt, and subject to the Award Date through following sentence of this paragraph, that (i) pursuant to the applicable Vesting Date currently existing terms of the Options granted to Employee on which the August 29, 2014, Employee may exercise such portion of the Option Shares would otherwise become that is vested and exercisable in order for as of the Option Separation Date until August 28, 2024, (ii) pursuant to become exercisable with respect the currently existing terms of the Options granted to that Employee on January 22, 2018, Employee may exercise such portion of the Option Sharesthat is vested and exercisable as of the Separation Date until January 21, otherwise 2023, (iii) pursuant to the currently existing terms of the Options granted to Employee on October 24, 2015 and December 18, 2018, Employee may exercise such portion of the Option that is vested and exercisable as of the Separation Date (and, with respect to the December 18, 2018 Option, any portion of such Option Shares that vests due to the execution of a definitive agreement as described in Section 2.a above) until the earliest of (A) the date that is three (3) months following the Separation Date, provided that if during any part of such three (3) month period the Option is not exercisable solely because of the condition set forth in the section of the applicable Option Agreement relating to “Securities Law Compliance,” such Option shall not expire until the earlier of the Option’s expiration date or until it shall have been exercisable for an aggregate period of three (3) months after the Separation Date, and (B) eighteen (18) months after Employee’s death if Employee dies within three (3) months following the Separation Date, and (iv) pursuant to the currently existing terms of the Options granted to Employee on September 17, 2020 and February 18, 2021, Employee may exercise such portion of the Option that is vested and exercisable as of the Separation Date for three (3) months following the Separation Date, provided that if Employee dies within three (3) months following the Separation Date, such Options shall be forfeitedexercisable, to the extent vested, for eighteen (18) months following the Separation Date. Notwithstanding the foregoing, in no event may any Option be exercised following the event expiration date of the Optionee’s employment andsuch Option, and each Option shall be subject to early termination in accordance with the change in control, merger, dissolution or liquidation provisions, or other similar provisions of the Plan under which the applicable Option was granted. Employee agrees and acknowledges that if applicableany of the Options (or portion thereof) had been designated in its underlying Option Agreement as, service and was intended to and actually does qualify as, an “incentive stock option” (an “ISO”) under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), then to the extent any portion of such Option is exercised more than three (3) months following the Separation Date, such portion shall be treated for tax purposes as a Director terminates by reason nonqualified stock option and upon exercise will be subject to all applicable tax withholdings. Employee acknowledges and agrees that Employee remains solely responsible for all employee-related tax withholdings associated with the exercise of death, Disability or Retirement following the end any of the Performance Period and prior to any Vesting Date, any then exercisable Option Shares shall continue to be exercisable for a period of two years following such termination, and any earned but unexercisable Option Shares shall continue to become exercisable as if the Optionee had remained employed or continued to serve as a Director for a period of two years following such termination. In the event Optionee’s employment with the Company or any of its affiliates is terminated (other than a termination for “cause”) after the end of the Performance Period but before the Certification Date, then notwithstanding the restrictions set forth above in this Section 2, promptly following the Certification Date, one-fourth of any earned Option Shares shall vest and become exercisable for a period of 90 days following the Certification Date (or two years following the Certification Date in the case of the death, Disability or Retirement of the Optionee), and the remainder of the Option Shares shall be forfeited. To the extent the Option becomes exercisable, such Option may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Option pursuant to the terms of this Agreement or the PlanOptions.

Exercisability. (a) The earned Option Shares Options shall vest and become exercisable one-fourth promptly following as follows: DATE OPTIONS BECOME EXERCISABLE EXERCISABLE PERCENTAGE OF OPTIONS ------------------------------- --------------------------------- From Vesting Date until the Certification Date and then ratably on the next three Service Vesting Dates. The Optionee must be in continuous service as an employee first anniversary of the Company or any of its Affiliates or as a Director from the Award Date through the applicable Vesting Date on which 0% On and after the portion first anniversary of the Option Shares would otherwise become exercisable in order for Vesting Date until the Option to become exercisable with respect to that portion 20% second anniversary of the Option Shares, otherwise such Option Shares shall be forfeited. Vesting Date On and after the second anniversary of the Vesting Date until the 40% third anniversary of the Vesting Date On and after the third anniversary of the Vesting Date until the 60% fourth anniversary of the Vesting Date On and after the fourth anniversary of the Vesting Date until the 80% fifth anniversary of the Vesting Date On and after the fifth anniversary of the Vesting Date 100% (b) Notwithstanding the foregoing, in 100% of the event Options shall become exercisable (but only to the Optionee’s employment andextent such Option has not otherwise then terminated or become unexercisable) immediately prior to the occurrence of a Change of Control (as herein defined); provided, if applicablehowever, service that as a Director terminates by reason of death, Disability or Retirement following condition subsequent to the end acceleration of the Performance Period and prior exercisability of the Option pursuant to any Vesting Datethis paragraph, any then exercisable Option Shares the Change of Control shall continue to be exercisable for a period of two years following such termination, and any earned but unexercisable Option Shares shall continue to become exercisable as if the Optionee had remained employed or continued to serve as a Director for a period of two years following such terminationconsummated. In the event Optionee’s the contemplated Change of Control is not consummated, the acceleration of exercisability and the exercise, if any, of the Option shall be void AB INITIO. (c) Notwithstanding the foregoing, all Options that are not exercisable at the time of the termination of employment of the Optionholder for any reason other than by reason of the Optionholder's death, Permanent Disability or Permitted Retirement (each as hereinafter defined) shall be automatically and immediately canceled without any payment or other action by the Company. In the event of and upon the termination of the Optionholder's employment because of the Optionholder's death, Permanent Disability or Permitted Retirement, all of the Optionholder's Options granted hereunder shall immediately become exercisable. (d) For purposes of this Agreement the following definitions shall apply: "Cause" shall mean (i) the Optionholder's failure to render services to the Company, which failure amounts to a material and flagrant neglect of such duties, (ii) the Optionholder's willful engagement in conduct that is, or that he or she intends to be, materially injurious to the Company, (iii) the Optionholder's commission of an act of fraud, conversion, misappropriation (including, but not limited to, the unauthorized use or disclosure of confidential or proprietary information of the Company), embezzlement or felony, (iv) a conviction of or guilty plea or his or her confession to any fraud, conversion, misappropriation, embezzlement or felony or (v) the Optionholder's repeated taking of any action prohibited by the Board, PROVIDED that he or she has received at least one written notice of having taken an action so prohibited; "Good Reason" shall mean, in each case without the Optionholder's consent, (i) a material adverse change, when viewed in the aggregate, in the Optionholder's duties, responsibilities, base compensation, bonus eligibility and/or other material matters directly related to his or her employment with the Company or any of its affiliates is terminated (other ii) the Optionholder's relocation by the Company to a location more than a termination for “cause”) after 100 miles from the end of the Performance Period but before the Certification Date, then notwithstanding the restrictions set forth above in this Section 2, promptly following the Certification Date, one-fourth of any earned Option Shares shall vest and become exercisable for a period of 90 days following the Certification Date (or two years following the Certification Date in the case of the death, Disability or Retirement of the Optionee), and the remainder of the Option Shares shall be forfeited. To the extent the Option becomes exercisable, such Option may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Option pursuant to the terms of this Agreement or the PlanOptionholder's immediately prior location.

Exercisability. The earned Each Option Shares shall vest and become be first exercisable one-fourth promptly following the Certification Date and then ratably on the next three Service Vesting Dates. The Optionee must be in continuous service as an employee date which is six months from the date of the Company or any of its Affiliates or as a Director from the Award Date through the applicable Vesting Date on which the portion grant of the Option Shares would otherwise become exercisable in order for the Option to become exercisable with respect to that portion of the Option Shares, otherwise such Option Shares shall be forfeited. Notwithstanding the foregoing, in the event the Optionee’s employment and, if applicable, service as a Director terminates by reason of death, Disability or Retirement following the end of the Performance Period and prior to any Vesting Date, any then exercisable Option Shares shall continue to be exercisable for a term of ten years thereafter; provided however, that: (i) subject to the six month exercisability requirement set forth above, an Option shall be exercisable, in the event of a Participant's death prior to exercising the Option, by his estate, or the person or persons to whom his rights under the Option shall pass by will or the laws of descent and distribution but only for a period of two years following from the date of the Participant's death or during the remainder of the period preceding the expiration of the Option, whichever is shorter; (ii) subject to the six month exercisability requirement set forth above, an Option shall be exercisable, if a Participant becomes permanently and totally disabled (within the meaning of Section 105(d)(4) of the Code) while serving on the Board prior to exercising the Option, but only for a period of two years from the date on which he ceases serving on the Board due to such terminationdisability or during the remainder of the period preceding the expiration of the Option, whichever is shorter; and (iii) subject to the six month exercisability requirement set forth above, in the event that a Participant resigns from or is not re-elected or does not stand for re-election to the Board or in any earned other circumstance approved by the Board in its sole discretion, an Option shall be exercisable but unexercisable Option Shares shall continue to become exercisable as if the Optionee had remained employed or continued to serve as a Director only for a period of two years following such termination. In the event Optionee’s employment with date of his resignation or cessation of service on the Company Board, or any of its affiliates is terminated (other than a termination for “cause”) after the end of the Performance Period but before the Certification Date, then notwithstanding the restrictions set forth above in this Section 2, promptly following the Certification Date, one-fourth of any earned Option Shares shall vest and become exercisable for a period of 90 days following the Certification Date (or two years following the Certification Date in the case of period prescribed by the deathBoard in an approved circumstance, Disability or Retirement of the Optionee), and during the remainder of the Option Shares shall be forfeited. To period preceding the extent the Option becomes exercisable, such Option may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Option pursuant to the terms of this Agreement or the PlanOption, whichever is shorter.

Exercisability. The earned Option Shares Subject to the limitations of the Plan and this Award, the Award shall vest and be exercisable according to the vesting schedule specified on the Certificate. An installment of this Award shall not become exercisable one-fourth promptly following the Certification Date and then ratably on the next three Service Vesting Datesotherwise applicable vesting date if the Grantee’s Date of Termination (as defined in paragraph 8) occurs on or before such vesting date. The Optionee must be in continuous service as an employee Notwithstanding the foregoing provisions of the Company or any of its Affiliates or as a Director from this paragraph 3, the Award Date through the applicable Vesting Date on which the portion of the Option Shares would otherwise become exercisable in order for the Option to shall become exercisable with respect to all of the Rights (to the extent it is not then otherwise exercisable) as follows: A. Rights under this Award shall become fully exercisable upon the Grantee’s Date of Termination, if the Grantee’s Date of Termination occurs by reason of the Grantee’s death, Disability (as such term is defined in a certain Employment Agreement between the Company and the Grantee, dated April 29, 2008, (the “Employment Agreement”)), termination of Grantee’s employment by the Company without Cause (as such term is defined in the Employment Agreement), non-renewal by the Company of the Employment Agreement or by reason of termination of Grantee’s employment by Grantee for Good Reason (as such term is defined in the Employment Agreement). B. The Award shall become fully exercisable upon a Change in Control (as defined in the Plan), if the Grantee’s Date of Termination does not occur on or before the Change in Control. C. The Option may be exercised on or after the Date of Termination only as to that portion of the Option Shares, otherwise such Option Shares shall be forfeited. Notwithstanding the foregoing, in the event the Optionee’s employment and, if applicable, service Rights as a Director terminates by reason of death, Disability or Retirement following the end of the Performance Period and to which it was exercisable immediately prior to any Vesting Datethe Date of Termination, any then or as to which it became exercisable Option Shares shall continue to be exercisable for a period on the Date of two years following such termination, and any earned but unexercisable Option Shares shall continue to become exercisable as if the Optionee had remained employed or continued to serve as a Director for a period of two years following such termination. In the event Optionee’s employment Termination in accordance with the Company or any of its affiliates is terminated (other than a termination for “cause”) after the end of the Performance Period but before the Certification Date, then notwithstanding the restrictions set forth above in this Section 2, promptly following the Certification Date, one-fourth of any earned Option Shares shall vest and become exercisable for a period of 90 days following the Certification Date (or two years following the Certification Date in the case of the death, Disability or Retirement of the Optionee), and the remainder of the Option Shares shall be forfeited. To the extent the Option becomes exercisable, such Option may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Option pursuant to the terms of this Agreement or the Planparagraph 3.

Exercisability. The earned Option Shares (a) Except as otherwise provided in this Agreement, the Options shall vest as follows: (i) one-quarter (1/4) of such Options shall vest on the Initial Vesting Date as set forth above, and (ii) one-quarter (1/4) of such Options shall vest on the same date of each year thereafter for the succeeding three (3) years. Notwithstanding the foregoing, the Options shall be exercisable in full no later than ten (10) years after the Grant Date. (b) The Committee may accelerate the dates on which the Options become exercisable one-fourth promptly following the Certification Date at any time and then ratably on the next three Service Vesting Dates. for any reason. (c) The Optionee must be in continuous service as shall not exercise the Options unless the Optionee has been an employee of the Company or any a Related Company at all times during the period beginning on the Grant Date and (i) ending on the day three months before the date of its Affiliates such exercise or (ii) if Optionee ceases to be such an employee as a Director from result of Disability, ending on the Award Date through day one year before the applicable Vesting Date on which the portion date of the Option Shares would otherwise become exercisable in order for the Option to become exercisable with respect to that portion of the Option Shares, otherwise such Option Shares shall be forfeitedexercise. Notwithstanding the foregoing, in if the event Optionee dies while employed by the Optionee’s employment andCompany or a Related Company or at any time thereafter while the Options remain exercisable, if applicable, service as a Director terminates by reason the Options may be exercised until the earlier to occur of the Expiration Date or the date one year after the date of death, Disability or Retirement following the end and shall not be exercised thereafter. (d) The exercisability of the Performance Period and prior to Options shall not be affected by any Vesting Date, any then exercisable Option Shares shall continue change of duties or position of the Optionee so long as the Optionee continues to be exercisable for a period an employee of two years following such termination, and any earned but unexercisable Option Shares shall continue to become exercisable as if the Optionee had remained employed or continued to serve as a Director for a period of two years following such termination. In the event Optionee’s employment with the Company or a Related Company. For purposes of this Agreement, services as a consultant, advisor or independent contractor shall be considered services as an employee and services provided to a Related Company shall be considered services provided to the Company. (e) An individual who is granted a leave of absence by the Company or a Related Company for any of its affiliates is terminated (other than reason shall be considered to remain employed by the Company or a termination for “cause”) Related Company until the authorized leave expires or a date two years after the end of date the Performance Period but before the Certification Dateauthorized leave commenced, then notwithstanding the restrictions set forth above in this Section 2, promptly following the Certification Date, one-fourth of any earned Option Shares shall vest and become exercisable for a period of 90 days following the Certification Date (or two years following the Certification Date in the case of the death, Disability or Retirement of the Optionee), and the remainder of the Option Shares shall be forfeited. To the extent the Option becomes exercisable, such Option may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Option pursuant to the terms of this Agreement or the Planwhichever occurs first.

Exercisability. (a) The earned expiration date of the Option Shares is the tenth anniversary of the Grant Date (the “Expiration Date”). The Option shall vest be forfeited without consideration on, and may not be exercised on or after, the Expiration Date. (b) Upon the vesting the Option pursuant to paragraph 2, the Option shall become immediately exercisable one-fourth promptly following and thereafter shall remain exercisable until the Certification Expiration Date; provided, however, that if, after the Option becomes exercisable pursuant to this paragraph 7(b), Participant experiences (i) a Qualifying Termination Event, then the Option shall remain exercisable until the Expiration Date and or (ii) a termination for any reason other than a Qualifying Termination Event, then ratably the Option shall cease to be exercisable on the next three Service Vesting Datessixtieth (60th) day following such termination of employment. The Optionee must On the date the Option ceases to be in continuous service as an employee of the Company or exercisable pursuant to this paragraph 7(b), any of its Affiliates or as a Director from the Award Date through the applicable Vesting Date on which the portion of the Option Shares would otherwise become exercisable in order for the Option to become exercisable with respect to that portion of the Option Shares, otherwise such Option Shares remains unexercised shall be forfeited. Notwithstanding forfeited without consideration. (c) Upon the foregoing, in the event the Optionee’s employment and, if applicable, service as a Director terminates by reason of death, Disability or Retirement following the end of the Performance Period and prior to any Vesting Date, any then exercisable Option Shares shall continue to be exercisable for a period of two years following such termination, and any earned but unexercisable Option Shares shall continue to become exercisable as if the Optionee had remained employed or continued to serve as a Director for a period of two years following such termination. In the event Optionee’s employment with the Company or any of its affiliates is terminated (other than a termination for “cause”) after the end of the Performance Period but before the Certification Date, then notwithstanding the restrictions set forth above in this Section 2, promptly following the Certification Date, one-fourth vesting of any earned Option Shares shall vest and become exercisable for a period of 90 days following the Certification Date (or two years following the Certification Date in the case of the death, Disability or Retirement of the Optionee), and the remainder of the Option Shares shall be forfeited. To the extent the Option becomes exercisable, such Option may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration portion of the Option pursuant to paragraph 3(a), such vested portion of the terms Option shall first become exercisable on the Vesting Date and thereafter shall remain exercisable until the Expiration Date. On the date the Option ceases to be exercisable pursuant to this paragraph 7(c), any portion of the Option that remains unexercised shall be forfeited without consideration (d) Upon the vesting of any portion of the Option pursuant to paragraph 3(b) or 4, such vested portion of the Option shall be immediately exercisable and thereafter shall remain exercisable until the Expiration Date. On the date the Option ceases to be exercisable pursuant to this Agreement or paragraph 7(d), any portion of the PlanOption that remains unexercised shall be forfeited without consideration.

Exercisability. (a) The earned Option Shares Options shall vest and become exercisable one-fourth promptly following as follows: DATE OPTIONS BECOME EXERCISABLE EXERCISABLE PERCENTAGE OF OPTIONS ------------------------------- --------------------------------- From February 3, 1999 ("Vesting Date") until the Certification Date and then ratably on the next three Service Vesting Dates. The Optionee must be in continuous service as an employee first 0% anniversary of the Company or any of its Affiliates or as a Director from the Award Date through the applicable Vesting Date on which On and after the portion first anniversary of the Option Shares would otherwise become exercisable in order for Vesting date until 20% the Option to become exercisable with respect to that portion second anniversary of the Option Shares, otherwise such Option Shares shall be forfeited. Vesting date On and after the second anniversary of the Vesting date until the third anniversary of the Vesting date 40% On and after the third anniversary of the Vesting date until the fourth anniversary of the Vesting date 60% On and after the fourth anniversary of the Vesting date until the fifth anniversary of the Vesting date 80% On and after the fifth anniversary of the Vesting date 100% (b) Notwithstanding the foregoing, in 100% of the event Options shall become exercisable (but only to the Optionee’s employment andextent such Option has not otherwise then terminated or become unexercisable) immediately prior to the occurrence of a Change of Control (as hereinafter defined); provided, if applicablehowever, service that as a Director terminates by reason of death, Disability or Retirement following condition subsequent to the end acceleration of the Performance Period and prior exercisability of the Option pursuant to any Vesting Datethis paragraph, any then exercisable Option Shares the Change of Control shall continue to be exercisable for a period of two years following such termination, and any earned but unexercisable Option Shares shall continue to become exercisable as if the Optionee had remained employed or continued to serve as a Director for a period of two years following such terminationconsummated. In the event Optionee’s the contemplated Change in Control is not consummated, the acceleration of exercisability and the exercise, if any, of the Option shall be void AB INITIO. (c) Notwithstanding the foregoing, all Options that are not exercisable at the time of the termination of employment of the Optionholder for any reason other than by reason of the Optionholder's death, Permanent Disability or Permitted Retirement (each as hereinafter defined) shall be automatically and immediately canceled without any payment or other action by the Company. In the event of and upon the termination of the Optionholder's employment because of the Optionholder's death, Permanent Disability or Permitted Retirement, all of the Optionholder's Options granted hereunder shall immediately become exercisable. (d) For purposes of this Agreement the following definitions shall apply: "Cause" shall mean (i) the Optionholder's failure to render services to the Company, which failure amounts to a material and flagrant neglect of such duties, (ii) the Optionholder's willful engagement in conduct that is, or that he or she intends to be, materially injurious to the Company, (iii) the Optionholder's commission of an act of fraud, conversion, misappropriation (including, but not limited to, the unauthorized use or disclosure of confidential or proprietary information of the Company), embezzlement or felony, (iv) a conviction of or guilty plea or his or her confession to any fraud, conversion, misappropriation, embezzlement or felony or (v) the Optionholder's repeated taking of any action prohibited by the Board, PROVIDED that he or she has received at least one written notice of having taken an action so prohibited; "Good Reason" shall mean, in each case without the Optionholder's consent, (i) a material adverse change, when viewed in the aggregate, in the Optionholder's duties, responsibilities, base compensation, bonus eligibility and/or other material matters directly related to his or her employment with the Company or any of its affiliates is terminated (other ii) the Optionholder's relocation by the Company to a location more than a termination for “cause”) after 100 miles from the end of the Performance Period but before the Certification Date, then notwithstanding the restrictions set forth above in this Section 2, promptly following the Certification Date, one-fourth of any earned Option Shares shall vest and become exercisable for a period of 90 days following the Certification Date (or two years following the Certification Date in the case of the death, Disability or Retirement of the Optionee), and the remainder of the Option Shares shall be forfeited. To the extent the Option becomes exercisable, such Option may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Option pursuant to the terms of this Agreement or the PlanOptionholder's immediately prior location.

Exercisability. (a) The earned expiration date of the Option Shares is the tenth anniversary of the Grant Date (the “Expiration Date”). The Option shall vest be forfeited without consideration on, and may not be exercised on or after, the Expiration Date. (b) Upon the vesting the Option pursuant to paragraph 2, the Option shall become immediately exercisable one-fourth promptly following and thereafter shall remain exercisable until the Certification Expiration Date; provided, however, that if, after the Option becomes exercisable pursuant to this paragraph 7(b), Participant experiences (i) a Qualifying Termination Event, then the Option shall remain exercisable until the Expiration Date and or (ii) a termination for any reason other than a Qualifying Termination Event, then ratably the Option shall cease to be exercisable on the next three Service Vesting Datessixtieth (60th) day following such termination of employment. The Optionee must On the date the Option ceases to be in continuous service as an employee of the Company or exercisable pursuant to this paragraph 7(b), any of its Affiliates or as a Director from the Award Date through the applicable Vesting Date on which the portion of the Option Shares would otherwise become exercisable in order for the Option to become exercisable with respect to that portion of the Option Shares, otherwise such Option Shares remains unexercised shall be forfeited. Notwithstanding forfeited without consideration. (c) Upon the foregoing, in the event the Optionee’s employment and, if applicable, service as a Director terminates by reason of death, Disability or Retirement following the end of the Performance Period and prior to any Vesting Date, any then exercisable Option Shares shall continue to be exercisable for a period of two years following such termination, and any earned but unexercisable Option Shares shall continue to become exercisable as if the Optionee had remained employed or continued to serve as a Director for a period of two years following such termination. In the event Optionee’s employment with the Company or any of its affiliates is terminated (other than a termination for “cause”) after the end of the Performance Period but before the Certification Date, then notwithstanding the restrictions set forth above in this Section 2, promptly following the Certification Date, one-fourth vesting of any earned Option Shares shall vest and become exercisable for a period of 90 days following the Certification Date (or two years following the Certification Date in the case of the death, Disability or Retirement of the Optionee), and the remainder of the Option Shares shall be forfeited. To the extent the Option becomes exercisable, such Option may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration portion of the Option pursuant to paragraph 3(a), such vested portion of the terms Option shall first become exercisable on the third anniversary of the Grant Date and thereafter shall remain exercisable until the Expiration Date. On the date the Option ceases to be exercisable pursuant to this Agreement paragraph 7(c), any portion of the Option that remains unexercised shall be forfeited without consideration (d) Upon the vesting of any portion of the Option pursuant to paragraph 3(b) or 4, such vested portion of the PlanOption shall be immediately exercisable and thereafter shall remain exercisable until the Expiration Date. On the date the Option ceases to be exercisable pursuant to this paragraph 7(d), any portion of the Option that remains unexercised shall be forfeited without consideration.

Exercisability. a. The earned Option Shares shall vest and become exercisable one-fourth promptly following the Certification Date and then ratably on the next three Service Vesting Dates. The Optionee must be in continuous service as an employee of the Company or any of its Affiliates or as a Director from the Award Date through the applicable Vesting Date on which the portion expiration date of the Option Shares would otherwise become exercisable in order for is the Option to become exercisable with respect to that portion tenth anniversary of the Grant Date (the “Expiration Date”). The Option Shares, otherwise such Option Shares shall be forfeited. Notwithstanding the foregoing, in the event the Optionee’s employment and, if applicable, service as a Director terminates by reason of death, Disability or Retirement following the end of the Performance Period and prior to any Vesting Date, any then exercisable Option Shares shall continue to be exercisable for a period of two years following such terminationforfeited without consideration on, and any earned but unexercisable Option Shares shall continue to become exercisable as if the Optionee had remained employed or continued to serve as a Director for a period of two years following such termination. In the event Optionee’s employment with the Company or any of its affiliates is terminated (other than a termination for “cause”) after the end of the Performance Period but before the Certification Date, then notwithstanding the restrictions set forth above in this Section 2, promptly following the Certification Date, one-fourth of any earned Option Shares shall vest and become exercisable for a period of 90 days following the Certification Date (or two years following the Certification Date in the case of the death, Disability or Retirement of the Optionee), and the remainder of the Option Shares shall be forfeited. To the extent the Option becomes exercisable, such Option may not be exercised in whole on or in part (at any time or from time to timeafter, except as otherwise provided herein) until expiration the Expiration Date. b. Upon the vesting of the Option pursuant to paragraph 1, the terms Option shall become immediately exercisable and thereafter shall remain exercisable until the Expiration Date; provided, however, that if, after the Option becomes exercisable pursuant to this paragraph 4(b), Participant experiences (i) a Qualifying Termination Event, then the Option shall remain exercisable until the Expiration Date or (ii) a termination for any reason other than a Qualifying Termination Event, then the Option shall cease to be exercisable on the sixtieth (60th) day following the date on which Participant ceases to provide services to the Company. On the date the Option ceases to be exercisable pursuant to this paragraph 4(b), any portion of the Option that remains unexercised shall be forfeited without consideration. c. Upon the vesting of any portion of the Option pursuant to paragraph 2, such vested portion of the Option shall first become exercisable on the third anniversary of the Grant Date and thereafter shall remain exercisable until the Expiration Date. On the date the Option ceases to be exercisable pursuant to this Agreement or paragraph 4(c), any portion of the PlanOption that remains unexercised shall be forfeited without consideration. d. Upon the vesting of any portion of the Option pursuant to paragraph 3, such vested portion of the Option shall be immediately exercisable and thereafter shall remain exercisable until the Expiration Date. On the date the Option ceases to be exercisable pursuant to this paragraph 4(d), any portion of the Option that remains unexercised shall be forfeited without consideration.

Exercisability. (a) The earned Option Shares Options shall vest and become exercisable one-fourth promptly following as follows: DATE OPTIONS BECOME EXERCISABLE EXERCISABLE PERCENTAGE OF OPTIONS ------------------------------- --------------------------------- From Grant Date until the Certification Date and then ratably on the next three Service Vesting Dates. The Optionee must be in continuous service as an employee first anniversary of the Company or any of its Affiliates or as a Director from Grant Date 0% On and after the Award Date through the applicable Vesting Date on which the portion first anniversary of the Option Shares would otherwise become exercisable in order for Grant Date until the Option to become exercisable with respect to that portion second 20% anniversary of the Option Shares, otherwise such Option Shares shall be forfeited. Grant Date On and after the second anniversary of the Grant Date until the third 40% anniversary of the Grant Date On and after the third anniversary of the Grant Date until the fourth 60% anniversary of the Grant Date On and after the fourth anniversary of the Grant Date until the fifth 80% anniversary of the Grant Date On and after the fifth anniversary of the Grant Date 100% (b) Notwithstanding the foregoing, in 100% of the event Options shall become exercisable (but only to the Optionee’s employment andextent such Option has not otherwise then terminated or become unexercisable) immediately prior to the occurrence of a Change of Control (as herein defined); provided, if applicablehowever, service that as a Director terminates by reason of death, Disability or Retirement following condition subsequent to the end acceleration of the Performance Period and prior to any Vesting Date, any then exercisable Option Shares shall continue to be exercisable for a period of two years following such termination, and any earned but unexercisable Option Shares shall continue to become exercisable as if the Optionee had remained employed or continued to serve as a Director for a period of two years following such termination. In the event Optionee’s employment with the Company or any of its affiliates is terminated (other than a termination for “cause”) after the end of the Performance Period but before the Certification Date, then notwithstanding the restrictions set forth above in this Section 2, promptly following the Certification Date, one-fourth of any earned Option Shares shall vest and become exercisable for a period of 90 days following the Certification Date (or two years following the Certification Date in the case of the death, Disability or Retirement of the Optionee), and the remainder of the Option Shares shall be forfeited. To the extent the Option becomes exercisable, such Option may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration exercisability of the Option pursuant to this paragraph, the terms Change of Control shall be consummated. In the event the contemplated Change of Control is not consummated, the acceleration of exercisability and the exercise, if any, of the Option shall be void AB INITIO. (c) Notwithstanding the foregoing, all Options that are not exercisable at the time of the termination of employment of the Optionholder for any reason other than by reason of the Optionholder's death, Permanent Disability or Permitted Retirement (each as hereinafter defined) shall be automatically and immediately cancelled without any payment or other action by the Company. In the event of and upon the termination of the Optionholder's employment because of the Optionholder's death, Permanent Disability or Permitted Retirement, all of the Optionholder's Options granted hereunder shall immediately become exercisable. (d) For purposes of this Agreement the following definitions shall apply: "Cause" shall mean (i) the Optionholder's failure to render services to the Company, which failure amounts to a material and flagrant neglect of such duties, (ii) the Optionholder's willful engagement in conduct that is, or that he or she intends to be, materially injurious to the Plan.Company, (iii) the Optionholder's commission of an act of fraud, conversion, misappropriation (including, but not limited to, the unauthorized use or disclosure of confidential or proprietary information of the Company), embezzlement or felony, (iv) a conviction of or guilty plea or his

Exercisability. (a) The earned Option Shares Options shall vest and become exercisable one-fourth promptly following as follows: DATE OPTIONS BECOME EXERCISABLE EXERCISABLE PERCENTAGE OF OPTIONS From February 3, 1999 ("Vesting 0% Date") until the Certification Date and then ratably on the next three Service Vesting Dates. The Optionee must be in continuous service as an employee first anniversary of the Company or any of its Affiliates or as a Director from the Award Date through the applicable Vesting Date on which On and after the portion first anniversary 20% of the Option Shares would otherwise become exercisable in order for Vesting date until the Option to become exercisable with respect to that portion second anniversary of the Option Shares, otherwise such Option Shares shall be forfeited. Vesting date On and after the second 40% anniversary of the Vesting date until the third anniversary of the Vesting date On and after the third anniversary 60% of the Vesting date until the fourth anniversary of the Vesting date On and after the fourth 80% anniversary of the Vesting date until the fifth anniversary of the Vesting date On and after the fifth anniversary 100% of the Vesting date (b) Notwithstanding the foregoing, in all Options that are not exercisable at the event time of the Optionee’s termination of employment and, if applicable, service as a Director terminates of the Optionholder for any reason other than by reason of the Optionholder's death, Permanent Disability or Permitted Retirement following (each as hereinafter defined) shall be automatically and immediately canceled without any payment or other action by the end of the Performance Period and prior to any Vesting Date, any then exercisable Option Shares shall continue to be exercisable for a period of two years following such termination, and any earned but unexercisable Option Shares shall continue to become exercisable as if the Optionee had remained employed or continued to serve as a Director for a period of two years following such terminationCompany. In the event Optionee’s of and upon the termination of the Optionholder's employment because of the Optionholder's death, Permanent Disability or Permitted Retirement, all of the Optionholder's Options granted hereunder shall immediately become exercisable. (c) For purposes of this Agreement the following definitions shall apply: "Cause" shall mean (i) the Optionholder's failure to render services to the Company, which failure amounts to a material and flagrant neglect of such duties, (ii) the Optionholder's willful engagement in conduct that is, or that he or she intends to be, materially injurious to the Company, (iii) the Optionholder's commission of an act of fraud, conversion, misappropriation (including, but not limited to, the unauthorized use or disclosure of confidential or proprietary information of the Company), embezzlement or felony, (iv) a conviction of or guilty plea or his or her confession to any fraud, conversion, misappropriation, embezzlement or felony or (v) the Optionholder's repeated taking of any action prohibited by the Board, PROVIDED that he or she has received at least one written notice of having taken an action so prohibited; "Good Reason" shall mean, in each case without the Optionholder's consent, (i) a material adverse change, when viewed in the aggregate, in the Optionholder's duties, responsibilities, base compensation, bonus eligibility and/or other material matters directly related to his or her employment with the Company or any of its affiliates is terminated (other ii) the Optionholder's relocation by the Company to a location more than a termination for “cause”) after 100 miles from the end of the Performance Period but before the Certification Date, then notwithstanding the restrictions set forth above in this Section 2, promptly following the Certification Date, one-fourth of any earned Option Shares shall vest and become exercisable for a period of 90 days following the Certification Date (or two years following the Certification Date in the case of the death, Disability or Retirement of the Optionee), and the remainder of the Option Shares shall be forfeited. To the extent the Option becomes exercisable, such Option may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Option pursuant to the terms of this Agreement or the PlanOptionholder's immediately prior location.

Exercisability. a. The earned Option Shares shall vest and become exercisable one-fourth promptly following the Certification Date and then ratably on the next three Service Vesting Dates. The Optionee must be in continuous service as an employee of the Company or any of its Affiliates or as a Director from the Award Date through the applicable Vesting Date on which the portion expiration date of the Option Shares would otherwise become exercisable in order for is the Option to become exercisable with respect to that portion tenth anniversary of the Grant Date (the “Expiration Date”). The Option Shares, otherwise such Option Shares shall be forfeited. Notwithstanding the foregoing, in the event the Optionee’s employment and, if applicable, service as a Director terminates by reason of death, Disability or Retirement following the end of the Performance Period and prior to any Vesting Date, any then exercisable Option Shares shall continue to be exercisable for a period of two years following such terminationforfeited without consideration on, and any earned but unexercisable Option Shares shall continue to become exercisable as if the Optionee had remained employed or continued to serve as a Director for a period of two years following such termination. In the event Optionee’s employment with the Company or any of its affiliates is terminated (other than a termination for “cause”) after the end of the Performance Period but before the Certification Date, then notwithstanding the restrictions set forth above in this Section 2, promptly following the Certification Date, one-fourth of any earned Option Shares shall vest and become exercisable for a period of 90 days following the Certification Date (or two years following the Certification Date in the case of the death, Disability or Retirement of the Optionee), and the remainder of the Option Shares shall be forfeited. To the extent the Option becomes exercisable, such Option may not be exercised in whole on or in part (at any time or from time to timeafter, except as otherwise provided herein) until expiration the Expiration Date. b. Upon the vesting of the Option pursuant to paragraph 1 (including in the terms event of a Successor CEO commencing employment), the Option shall become immediately exercisable and thereafter shall remain exercisable until the Expiration Date; provided, however, that if, after the Option becomes exercisable pursuant to this Agreement paragraph 4(b), Participant experiences (i) a Qualifying Termination Event, then the Option shall remain exercisable until the Expiration Date or (ii) a termination for any reason other than a Qualifying Termination Event, then the PlanOption shall cease to be exercisable on the sixtieth (60th) day following such termination of employment. On the date the Option ceases to be exercisable pursuant to this paragraph 4(b), any portion of the Option that remains unexercised shall be forfeited without consideration. c. Upon the vesting of any portion of the Option pursuant to paragraph 2, such vested portion of the Option shall first become exercisable on the third anniversary of the Grant Date and thereafter shall remain exercisable until the Expiration Date. On the date the Option ceases to be exercisable pursuant to this paragraph 4(c), any portion of the Option that remains unexercised shall be forfeited without consideration d. Upon the vesting of any portion of the Option pursuant to paragraph 3, such vested portion of the Option shall be immediately exercisable and thereafter shall remain exercisable until the Expiration Date. On the date the Option ceases to be exercisable pursuant to this paragraph 4(d), any portion of the Option that remains unexercised shall be forfeited without consideration.

Exercisability. (a) The earned Option Shares Options shall vest and become exercisable one-fourth promptly following as follows: Date Options Become Exercisable Exercisable Percentage of Options ------------------------------- --------------------------------- From Vesting Date until the Certification Date and then ratably on the next three Service Vesting Dates. The Optionee must be in continuous service as an employee first anniversary of the Company or any of its Affiliates or as a Director from the Award Date through the applicable Vesting Date on which 0% On and after the portion first anniversary of the Option Shares would otherwise become exercisable in order for Vesting Date until the Option to become exercisable with respect to that portion second anniversary of the Option Shares, otherwise such Option Shares shall be forfeited. Vesting Date 20% On and after the second anniversary of the Vesting Date until the third anniversary of the Vesting Date 40% On and after the third anniversary of the Vesting Date until the fourth anniversary of the Vesting Date 60% On and after the fourth anniversary of the Vesting Date until the fifth anniversary of the Vesting Date 80% On and after the fifth anniversary of the Vesting Date 100% (b) Notwithstanding the foregoing, in 100% of the event Options shall become exercisable (but only to the Optionee’s employment andextent such Option has not otherwise then terminated or become unexercisable) immediately prior to the occurrence of a Change of Control (as hereinfater defined); provided, if applicablehowever, service that as a Director terminates by reason of death, Disability or Retirement following condition subsequent to the end acceleration of the Performance Period and prior to any Vesting Date, any then exercisable Option Shares shall continue to be exercisable for a period of two years following such termination, and any earned but unexercisable Option Shares shall continue to become exercisable as if the Optionee had remained employed or continued to serve as a Director for a period of two years following such termination. In the event Optionee’s employment with the Company or any of its affiliates is terminated (other than a termination for “cause”) after the end of the Performance Period but before the Certification Date, then notwithstanding the restrictions set forth above in this Section 2, promptly following the Certification Date, one-fourth of any earned Option Shares shall vest and become exercisable for a period of 90 days following the Certification Date (or two years following the Certification Date in the case of the death, Disability or Retirement of the Optionee), and the remainder of the Option Shares shall be forfeited. To the extent the Option becomes exercisable, such Option may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration exercisability of the Option pursuant to this paragraph, the terms Change of Control shall be consummated. In the event the contemplated Change of Control is not consummated, the acceleration of exercisability and the exercise, if any, of the Option shall be void AB INITIO. (c) Notwithstanding the foregoing, all Options that are not exercisable at the time of the termination of employment of the Optionholder for any reason other than by reason of the Optionholder's death, Permanent Disability or Permitted Retirement (each as hereinafter defined) shall be automatically and immediately cancelled without any payment or other action by the Company. In the event of and upon the termination of the Optionholder's employment because of the Optionholder's death, Permanent Disability or Permitted Retirement, all of the Optionholder's Options granted hereunder shall immediately become exercisable. (d) For purposes of this Agreement the following definitions shall apply: "Cause" shall mean (i) the Optionholder's failure to render services to the Company, which failure amounts to a material and flagrant neglect of such duties, (ii) the Optionholder's willful engagement in conduct that is, or that he or she intends to be, materially injurious to the Plan.Company, (iii) the Optionholder's commission of an act of fraud, conversion, misappropriation (including, but not limited to, the unauthorized use or disclosure of confidential or proprietary information of the Company), embezzlement or felony, (iv) a conviction of or guilty plea or his or her confession to any fraud, conversion, misappropriation, embezzlement or felony or (v) the Optionholder's repeated taking of any action prohibited by the Board, PROVIDED that he or she has received at least one written notice of having taken an action so prohibited; "Good Reason" shall mean, in each case without the Optionholder's consent, (i) a material adverse change, when viewed in the aggregate, in the Optionholder's duties, responsibilities, base compensation, bonus eligibility and/or other material matters directly related to his or her employment with the

Exercisability. The earned Each Option Shares shall vest and become be first exercisable one-fourth promptly following the Certification Date and then ratably on the next three Service Vesting Dates. The Optionee must be in continuous service as an employee date which is six months from the date of the Company or any of its Affiliates or as a Director from the Award Date through the applicable Vesting Date on which the portion grant of the Option Shares would otherwise become exercisable in order for the Option to become exercisable with respect to that portion of the Option Shares, otherwise such Option Shares shall be forfeited. Notwithstanding the foregoing, in the event the Optionee’s employment and, if applicable, service as a Director terminates by reason of death, Disability or Retirement following the end of the Performance Period and prior to any Vesting Date, any then exercisable Option Shares shall continue to be exercisable for a term of ten years thereafter; provided however, that: (i) subject to the six month exercisability requirement set forth above, an Option shall be exercisable, in the event of a Participant’s death prior to exercising the Option, by his estate, or the person or persons to whom his rights under the Option shall pass by will or the laws of descent and distribution but only for a period of two years following from the date of the Participant’s death or during the remainder of the period preceding the expiration of the Option, whichever is shorter; (ii) subject to the six month exercisability requirement set forth above, an Option shall be exercisable, if a Participant becomes permanently and totally disabled (within the meaning of Section 105(d)(4) of the Code) while serving on the Board prior to exercising the Option, but only for a period of two years from the date on which he ceases serving on the Board due to such terminationdisability or during the remainder of the period preceding the expiration of the Option, whichever is shorter; and (iii) subject to the six month exercisability requirement set forth above, in the event that a Participant resigns from or is not re-elected or does not stand for re-election to the Board or in any earned other circumstance approved by the Board in its sole discretion, an Option shall be exercisable but unexercisable Option Shares shall continue to become exercisable as if the Optionee had remained employed or continued to serve as a Director only for a period of two years following such termination. In the event Optionee’s employment with date of his resignation or cessation of service on the Company Board, or any of its affiliates is terminated (other than a termination for “cause”) after the end of the Performance Period but before the Certification Date, then notwithstanding the restrictions set forth above in this Section 2, promptly following the Certification Date, one-fourth of any earned Option Shares shall vest and become exercisable for a period of 90 days following the Certification Date (or two years following the Certification Date in the case of period prescribed by the deathBoard in an approved circumstance, Disability or Retirement of the Optionee), and during the remainder of the Option Shares shall be forfeited. To period preceding the extent the Option becomes exercisable, such Option may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Option pursuant to the terms of this Agreement or the PlanOption, whichever is shorter.