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 Option Shares shall vest and become exercisable onein accordance with the following schedule (the period covered thereby, the “Vesting Period”), if the Participant 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 Participant 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 Participant 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 Participant 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 Participant 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 Participant was granted the Option to become exercisable with respect to that portion of the purchase 100 Option Shares. If the Participant 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 Participant ceased to be forfeited. Notwithstanding employed by the foregoingCompany and its Subsidiaries one (1) 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 OptioneeParticipant’s employment with the Company or any of its affiliates is terminated instead ceased one (other than a termination for “cause”1) year, three (3) complete calendar months and fifteen (15) 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 Option Shares shall vest and (a) To the extent that SSARs have become exercisable onewith respect to a number of Shares, you may thereafter exercise the SSARs either as to all or any part of such Shares at any time or from time-fourth promptly following to-time prior to expiration or other termination of the Certification Date SSAR. Except as provided in Sections 4 and then ratably on 5, the next three Service Vesting Dates. The Optionee must SSARs may not be in continuous service as exercised at any time unless you are at such time an employee of the Company or its subsidiaries, divisions or affiliated businesses (an “Employee”). (b) If you cease to be an Employee by reason of your Retirement, all vested SSARs shall remain exercisable, and your right to exercise vested SSARs shall terminate upon the last day of the term of the SSAR. Non-vested SSARs shall continue to vest as provided in Section 2, but such SSARs shall be exercisable for two years from the date that such SSARs vests or, if shorter, until the last day of the term of the SSARs, and your right to exercise such SSAR shall terminate thereafter. (c) If you cease to be an Employee due to your Disability, the SSARs shall be deemed vested with respect to all Shares then subject to the SSARs, and your right to exercise the SSARs shall terminate upon the earlier of the date that is one year from the date of such cessation of employment or the last day of the term of the SSAR. (d) If you cease to be an Employee for any reason other than your death, Disability, or Retirement, the SSARs may be exercised only to the extent of the exercise rights, if any, which had accrued as of the date of such cessation pursuant to Section 2 hereof and which have not theretofore been exercised. Upon any such cessation of employment, such accrued exercise rights shall in any event terminate upon the earlier of the date that is 90 days from the date of such cessation of employment or the last day of the term of the SSAR. (e) Nothing contained in this Agreement shall confer upon you any right to continue in the employ of the Company or any of its Affiliates Subsidiaries, or as a Director from to limit or interfere in any way with the Award Date through the applicable Vesting Date on which the portion right 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 (Subsidiary to terminate your employment 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 with or the Planwithout cause.

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 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 Subject to become exercisable potential adjustment with respect to that portion the number of the Option Shares, otherwise such Option Warrant 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 exercisableExercise Price pursuant to Section 5 below, such Option this Warrant may be exercised in whole or in part from time to time as follows: (a) Up to fifty thousand (50,000) Warrant Shares (the "Flex Options Warrant Shares") may be purchased by Holder under this Warrant at any time and from time to time beginning on the Flex Options Commencement Date and ending on the Warrant Expiration Date; provided, however, that this Warrant shall not be exercisable as to the Flex Options Warrant Shares during such period(s) of time, if any, during which CBOE unilaterally has withdrawn OptiMark-Securities from Availability through the Exchange with respect to twenty percent (20%) or more of the average daily contract volume of all FLEX options classes, measured over the then most recent six complete calendar months. (b) Up to one hundred thousand (100,000) Warrant Shares (the "Index Options Warrant Shares") may be purchased by Holder under this Warrant at any time and from time to time beginning on the Index Options Commencement Date and ending on the Warrant Expiration Date; provided, however, that this Warrant shall not be exercisable as to the Index Options Warrant Shares during such period(s) of time, if any, during which CBOE unilaterally has withdrawn OptiMark-Securities from Availability through the Exchange with respect to twenty percent (20%) or more of the average daily contract volume of all index options classes, excluding FLEX index options from the calculation, measured over the then most recent six complete calendar months. (c) Up to one hundred thousand (100,000) Warrant Shares (the "Equity Options Warrant Shares") may be purchased by Holder under this Warrant at any time and from time to time beginning on the Equity Options Commencement Date and ending on the Warrant Expiration Date; provided, however, that this Warrant shall not be exercisable as to the Equity Options Warrant Shares during such period(s) of time, if any, during which CBOE unilaterally has withdrawn OptiMark-Securities from Availability through the Exchange with respect to twenty percent (20%) or more of the average daily contract volume of all equity options classes, excluding FLEX equity options from the calculation, measured over the then most recent six complete calendar months. Within twenty (20) days following request by Holder from time to time, except the Company shall deliver to Holder a written statement, certified as otherwise provided herein) until expiration accurate and complete by a senior officer of the Option pursuant Company, attesting to (i) the terms number and type of Warrant Shares as to which this Agreement or Warrant then is exercisable, (ii) their respective expiration dates under this Section 3, and (iii) the PlanExercise Price therefor.

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 Participant 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 Participant 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 Participant 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 Participant 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 participant 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 Participant was granted the Option to become exercisable with respect to that portion of the purchase 100 Option Shares. If the Participant 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 Participant ceased to be forfeited. Notwithstanding employed by the foregoingCompany and its Subsidiaries one (1) 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 OptioneeParticipant’s employment with the Company or any of its affiliates is terminated instead ceased one (other than a termination for “cause”1) year, three (3) complete calendar months and fifteen (15) 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. (a) The earned Option Base Shares subject to this Award shall vest and become exercisable one-fourth promptly following the Certification Date and then ratably (“vest”) on the next three Service dates indicated under the Vesting Dates. The Optionee must Schedule such that this Award shall be fully exercisable on the last date listed on the table, provided, however, that such vesting shall cease at the time of Grantee’s Severance; provided, further, that the Award shall continue to vest on the dates indicated in continuous service the Vesting Schedule if (i) the Grantee satisfies the requirements of Rule of 65 vesting (as an employee set forth on Exhibit B) at the time of his or her Severance and his or her Severance is other than for Cause or (ii) the Grantee’s Severance is due to death or disability (within the meaning of Section 22(e)(3) of the Company or any of its Affiliates or as a Director from Code) and the Award Date through the applicable Vesting Date on which the portion Grantee is an “officer” under Section 16 of the Option Shares would otherwise become exercisable in order for Exchange Act at the Option time of death or such termination. (b) These installments shall be cumulative, so that this Award may be exercised as to become exercisable with respect to that portion any or all of the Option Shares, otherwise such Option Base Shares shall be forfeited. covered by an installment at any time or times after the installment becomes vested and until this Award terminates. (c) Notwithstanding the foregoing, in the event of a Change of Control, as such term is defined in Exhibit B attached hereto, the Optioneeentire Award may vest immediately. The specific provisions regarding circumstances in which full vesting would occur upon a Change in Control are set forth in Exhibit B. (d) Except as otherwise provided for herein, Grantee’s employment andSeverance shall not accelerate the number of Base Shares with respect to which an Award may be exercised. (e) If vested Base Shares remain unexercised at the close of business on the day prior to the Expiration Date (or the preceding trading day if the Expiration Date is not a trading day), and if applicablethe Award has an in-money value of One Hundred Dollars ($100.00) or more (computed as the number of vested but unexercised Base Shares remaining under the Award multiplied by the excess of the closing price of the Common Stock on that day prior to the Expiration Date over the Award’s Base Price per Share) (the “Minimum Exercise Spread”), service this Award will be automatically exercised on the Expiration Date with respect to all shares exercisable and all resulting Gain Shares will be sold by the Company on Grantee’s behalf as soon as administratively practicable on or after the Expiration Date, with the Company withholding sale proceeds sufficient to remit required withholding taxes to tax authorities and distributing the remaining proceeds to Grantee. If the Minimum Exercise Spread is not satisfied, the Company will not automatically exercise any portion of the Award and the unexercised portion of the Award will expire at the close of business on the Expiration Date. This procedure to automatically exercise an Award on the Expiration Date is provided as a Director terminates by reason protection against inadvertent expiration of deathan Award, 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 including during a period when the Award might not otherwise be exercisable. Because any exercise of two years following such terminationan Award is the Grantee’s responsibility, and the Grantee hereby waives any earned but unexercisable Option Shares shall continue to become exercisable as if the Optionee had remained employed claims he or continued to serve as a Director for a period of two years following such termination. In the event Optionee’s employment with she might have against the Company or any of its affiliates employees or agents if an automatic exercise of an Award does not occur for any reason and the Award expires. For avoidance of doubt, Grantee may exercise any exercisable portion of the Award prior to the time that an automatic exercise might occur pursuant to this provision, but the Company is terminated (other than a not obligated to automatically exercise any portion of this Award at or after Grantee’s termination for “cause”) after the end of the Performance Period but before the Certification DateCause, then notwithstanding the restrictions set forth above as such term is defined 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 PlanExhibit B attached hereto.

Exercisability. (a) The earned Option shall become exercisable to the extent of one-fifth (1/5) of the number of 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 end of each fiscal year set forth on Exhibit 2 of this Agreement if the Company's Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA"), as defined on Exhibit 2, equals or any exceeds the Target annual EBITDA amount set forth in column (A) 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 Exhibit 2 with respect to such fiscal year. If for any fiscal year set forth on Exhibit 2 the Company's cumulative annual EBITDA amount for that portion and the preceding fiscal years equals or exceeds the Cumulative Target EBITDA amount set forth in column (B) of Exhibit 2 with respect to such fiscal year, the Option shall become exercisable to the extent that it would have become exercisable had the Company achieved its Target annual EBITDA amounts for that and each of the Option Shares, otherwise such Option Shares shall be forfeited. preceding fiscal years. (b) Notwithstanding the foregoingSection 3(a), in the event the Optionee’s employment and, if applicable, service as a Director terminates Optionee ceases to be employed by reason of death, Disability or Retirement the Company at any time following the end of the Performance Period date hereof and prior to May 9, 2002 for 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 (reason other than a termination by the Company for “cause”) after Cause or a termination by the end Optionee without Good Reason, the Option shall become exercisable as of the Performance Period but before date of such termination to the Certification Dateextent of forty percent (40%) of the number of Option Shares without regard to the achievement of any Target annual EBITDA amounts. (c) Notwithstanding Section 3(a), then notwithstanding (i) upon the restrictions occurrence of an Initial Public Offering, in which case the schedule set forth above in this Section 23(a) shall not apply to the extent that Options are not yet exercisable, promptly following the Certification Date, Optionee shall have the right (A) to exercise one-fourth third (1/3) of any earned Option Shares shall vest and become exercisable for a period of 90 days following all unexercisable Options on the Certification Date (or two years following the Certification Date in the case first anniversary of the deathInitial Public Offering, Disability or Retirement provided that the Optionee remains continuously employed by the Company through such anniversary; (B) to exercise an additional one third (1/3) of all unexercisable Options (as of the Optioneefirst anniversary) on the second anniversary of the Initial Public Offering, provided that the Optionee remains continuously employed by the Company through such anniversary; and (C) to exercise the remaining one-third (1/3) of all unexercisable Options on the third anniversary of the Initial Public Offering, provided that the Optionee remains continuously employed by the Company through such anniversary; (ii) upon the occurrence of an Approved Sale, in which case the schedule set forth in Section 3(a) shall not apply to the extent that Options are not yet exercisable, the Optionee shall have the right to exercise up to fifty percent (50%) of all unexercisable Options, provided, and to the extent, that the Initial Stockholders receive a twenty percent (20%) annual internal rate of return (calculated on a fully diluted basis) from the Closing Date until the date of closing of the Approved Sale (taking into account the Approved Sale); and shall have the right to exercise up to seventy-five percent (75%) of all unexercisable options if the Initial Stockholders receive a twenty-five percent (25%) annual internal rate of return (calculated on a fully diluted basis) from the Closing Date until the closing of the Approval Sale (taking into account the Approved Sale); and shall have the right to exercise up to one-hundred percent (100%) of all unexercisable Options if the Initial Stockholders receive a thirty percent (30%) annual internal rate of return (calculated on a fully diluted basis) from the Closing Date until the date of closing of the Approved Sale (taking into account the Approved Sale), and (iii) upon the remainder seventh (7th) anniversary of the date hereof, provided the Optionee remains continuously employed by the Company through such anniversary, any unexercisable Option Shares shall be forfeited. To the extent the Option becomes immediately become fully 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 Base Shares subject to this Award shall vest and become exercisable one-fourth promptly following the Certification Date and then ratably (“vest”) on the next three Service dates indicated under the Vesting Dates. The Optionee must Schedule such that this Award shall be fully exercisable on the last date listed on the table, provided, however, that such vesting shall cease at the time of Grantee's Severance; provided, further, that the Award shall continue to vest on the dates indicated in continuous service the Vesting Schedule if (i) the Grantee satisfies the requirements of Rule of 65 vesting (as an employee set forth on Exhibit B) at the time of his or her Severance and his or her Severance is other than for Cause or (ii) the Grantee’s Severance is due to death or disability (within the meaning of Section 22(e)(3) of the Company or any of its Affiliates or as a Director from Code) and the Award Date through the applicable Vesting Date on which the portion Grantee is an “officer” under Section 16 of the Option Shares would otherwise become exercisable in order for Exchange Act at the Option time of death or such termination. (b) These installments shall be cumulative, so that this Award may be exercised as to become exercisable with respect to that portion any or all of the Option Shares, otherwise such Option Base Shares shall be forfeited. covered by an installment at any time or times after the installment becomes vested and until this Award terminates. (c) Notwithstanding the foregoing, in the event of a Change of Control, as such term is defined in Exhibit B attached hereto, the Optioneeentire Award may vest immediately. The specific provisions regarding circumstances in which full vesting would occur upon a Change in Control are set forth in Exhibit B. (d) Except as otherwise provided for herein, Grantee's Severance shall not accelerate the number of Base Shares with respect to which an Award may be exercised. (e) If vested Base Shares remain unexercised at the close of business on the day prior to the Expiration Date (or the preceding trading day if the Expiration Date is not a trading day), and if the Award has an in-money value of One Hundred Dollars ($100.00) or more (computed as the number of vested but unexercised Base Shares remaining under the Award multiplied by the excess of the closing price of the Common Stock on that day prior to the Expiration Date over the Award’s employment andBase Price per Share) (the “Minimum Exercise Spread”), if applicablethis Award will be automatically exercised on the Expiration Date with respect to all shares exercisable and all resulting Gain Shares will be sold by the Company on Grantee’s behalf as soon as administratively practicable on or after the Expiration Date, service with the Company withholding sale proceeds sufficient to remit required withholding taxes to tax authorities and distributing the remaining proceeds to Grantee. If the Minimum Exercise Spread is not satisfied, the Company will not automatically exercise any portion of the Award and the unexercised portion of the Award will expire at the close of business on the Expiration Date. This procedure to automatically exercise an Award on the Expiration Date is provided as a Director terminates by reason protection against inadvertent expiration of deathan Award, 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 including during a period when the Award might not otherwise be exercisable. Because any exercise of two years following such terminationan Award is the Grantee’s responsibility, and the Grantee hereby waives any earned but unexercisable Option Shares shall continue to become exercisable as if the Optionee had remained employed claims he or continued to serve as a Director for a period of two years following such termination. In the event Optionee’s employment with she might have against the Company or any of its affiliates employees or agents if an automatic exercise of an Award does not occur for any reason and the Award expires. For avoidance of doubt, Grantee may exercise any exercisable portion of the Award prior to the time that an automatic exercise might occur pursuant to this provision, but the Company is terminated (other than a not obligated to automatically exercise any portion of this Award at or after Grantee’s termination for “cause”) after the end of the Performance Period but before the Certification DateCause, then notwithstanding the restrictions set forth above as such term is defined 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 PlanExhibit B attached hereto.

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 % 3th 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 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. (a) The earned Option Base Shares subject to this Award shall become exercisable (“vest”) on the dates indicated under the Vesting Schedule such that this Award shall be fully exercisable on the last date listed on the table, provided, however, that such vesting shall cease at the time of Grantee’s Severance; provided, further, that, if the Grantee is an “officer” under Section 16 of the Exchange Act at the time of death or termination, then (i) the Award shall continue to vest on the dates indicated in the Vesting Schedule if the Grantee satisfies the requirements of Rule of 65 vesting (as set forth on Exhibit B) at the time of his or her Severance and his or her Severance is other than for Cause or (ii) the entire Award shall vest and become exercisable one-fourth promptly following immediately upon the Certification Date and then ratably on Grantee’s Severance due to death or disability (within the next three Service Vesting Datesmeaning of Section 22(e)(3) of the Code). The Optionee must specific provisions regarding circumstances in which vesting would occur upon death, disability or Rule of 65 are set forth in Exhibit B. (b) These installments shall be in continuous service cumulative, so that this Award may be exercised as an employee to any or all of the Company Base Shares covered by an installment at any time or any of its Affiliates or as a Director from times after the installment becomes vested and until this 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. terminates. (c) Notwithstanding the foregoing, in the event of a Change of Control, as such term is defined in Exhibit B attached hereto, the Optioneeentire Award may vest immediately. The specific provisions regarding circumstances in which full vesting would occur upon a Change in Control are set forth in Exhibit B. (d) Except as otherwise provided for herein, Grantee’s employment andSeverance shall not accelerate the number of Base Shares with respect to which an Award may be exercised. (e) If vested Base Shares remain unexercised at the close of business on the day prior to the Expiration Date (or the preceding trading day if the Expiration Date is not a trading day), and if applicablethe Award has an in-money value of One Hundred Dollars ($100.00) or more (computed as the number of vested but unexercised Base Shares remaining under the Award multiplied by the excess of the closing price of the Common Stock on that day prior to the Expiration Date over the Award’s Base Price per Share) (the “Minimum Exercise Spread”), service this Award will be automatically exercised in full on the Expiration Date with respect to all shares exercisable, with the required withholding taxes to be paid in accordance with Section 5(b). If the Minimum Exercise Spread is not satisfied, the Company will not automatically exercise any portion of the Award and the unexercised portion of the Award will expire at the close of business on the Expiration Date. This procedure to automatically exercise an Award on the Expiration Date is provided as a Director terminates by reason protection against inadvertent expiration of deathan Award, 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 including during a period when the Award might not otherwise be exercisable. Because any exercise of two years following such terminationan Award is the Grantee’s responsibility, and the Grantee hereby waives any earned but unexercisable Option Shares shall continue to become exercisable as if the Optionee had remained employed claims he or continued to serve as a Director for a period of two years following such termination. In the event Optionee’s employment with she might have against the Company or any of its affiliates employees or agents if an automatic exercise of an Award does not occur for any reason and the Award expires. For avoidance of doubt, Grantee may exercise any exercisable portion of the Award prior to the time that an automatic exercise might occur pursuant to this provision, but the Company is terminated (other than a not obligated to automatically exercise any portion of this Award at or after Grantee’s termination for “cause”) after the end of the Performance Period but before the Certification DateCause, then notwithstanding the restrictions set forth above as such term is defined 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 PlanExhibit B attached hereto.

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.