Common use of Exercisability Clause in Contracts

Exercisability. The option granted herein shall become exercisable at the following times and in the following amounts: The option shall become exercisable in cumulative increments of 46,667 shares on each of May 11, 2000, and May 11, 2001 and 46,666 shares on May 11, 2002. The option granted hereunder shall lapse and expire on the seventh (7th) anniversary of the date hereof. If Employee does not purchase the full number of shares he is entitled to purchase in any one year, the right to purchase such shares carries over to the subsequent years during the term of this option. Notwithstanding the foregoing, this option shall automatically become fully exercisable upon a "Change in Control of the Company," as such term is defined below. For purposes of this Agreement, a "Change in Control of the Company" shall be deemed to have occurred if: a. the shareholders of the Company approve a definitive agreement to sell, transfer, or otherwise dispose of all or substantially all of the Company's assets and properties; or b. any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934), other than the Company or any "person" who as of the date this Agreement is a director or officer of the Company (including any trust of such director or officer), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities; provided, however, that the following shall not constitute a "Change in Control" of the Company: (1) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities); (2) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (3) upon the death of any person who as of the date of this Agreement is a director or officer of the Company, the transfer (A) by testamentary disposition or the laws of intestate succession to the estate or the legal beneficiaries or heirs of such person, or (B) by the provisions of any trust to the beneficiaries thereof of the securities of the Company beneficially owned by such director or officer of the Company; or c. the shareholders of the Company approve the dissolution or liquidation of the Company or a definitive agreement to merge or consolidate the Company with or into another entity in which the Company is not the continuing or surviving corporation or pursuant to which any shares of the Company's stock would be converted into cash, securities or other property of another entity, other than a merger of the Company in which holders of the Company's common stock immediately prior to the merger have the same proportionate ownership of common stock (or equivalent securities) of the surviving entity immediately after the merger as immediately before.

Exercisability. The Subject to the terms of this Agreement, the option granted herein shall become exercisable at the following times and in the following amounts: The option shall become exercisable in cumulative increments of 46,667 37,500 shares on each of May 11July 7, 1998, July 7, 1999, July 7, 2000, and May 11July 7, 2001 and 46,666 shares on May 11, 20022001. The option granted hereunder shall lapse and expire on the seventh tenth (7th10th) anniversary of the date hereof. If Employee does not purchase the full number of shares he is entitled to purchase in any one year, the right to purchase such shares carries over to the subsequent years during the term of this option. Notwithstanding the foregoing, this option shall automatically become fully exercisable upon a "Change in of Control of the Company," as such term is defined below. For purposes of this Agreement, a "Change in of Control of the Company" shall be deemed to have occurred if: a. (a) the shareholders of the Company approve a definitive agreement to sell, transfer, or otherwise dispose of all or substantially all of the Company's assets and properties; or b. (b) any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934), other than the Company or any "person" who as of the date this Agreement is a director or officer of the Company (including any trust of such director or officer), ) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities; provided, however, that the following shall not constitute a "Change in Control" of the Company: (1i) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities);; or (2ii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or; (3c) upon the death of any person who as of the date of this Agreement is a director or officer of the Company, the transfer (A) by testamentary disposition or the laws of intestate succession to the estate or the legal beneficiaries or heirs of such person, or (B) by the provisions of any trust to the beneficiaries thereof of the securities of the Company beneficially owned by such director or officer of the Company; or c. the shareholders of the Company approve the dissolution or liquidation of the Company; or (d) the shareholders of the Company or approve a definitive agreement to merge or consolidate the Company with or into another entity in or entities, the result of which the Company is not the continuing merger or surviving corporation or pursuant to which any shares consolidation less than 50% of the Company's stock would be converted into cash, outstanding voting securities or other property of another entity, other than a merger of the Company in which surviving or resulting entity are, or are to be, owned by holders of the Company's common stock immediately prior to the merger have the same proportionate ownership of common stock (or equivalent securities) of the surviving entity immediately after the merger as immediately beforemerger.

Exercisability. The option granted herein shall become exercisable at the following times and in the following amounts: The option shall become exercisable in cumulative increments of 46,667 50,000 shares on each of May 11(a) December 31, 20001998 and (b) December 31, and May 11, 2001 and 46,666 shares on May 11, 20021999. The option granted hereunder shall lapse and expire on the seventh (7th) anniversary of the date hereof. If Employee does not purchase the full number of shares he is entitled to purchase in any one year, the right to purchase such shares carries over to the subsequent years during the term of this option. Notwithstanding the foregoing, this option shall automatically become fully exercisable upon a "Change in Control of the Company," as such term is defined below. For purposes of this Agreement, a "Change in Control of the Company" shall be deemed to have occurred if: a. (a) the shareholders of the Company approve a definitive agreement to sell, transfer, or otherwise dispose of all or substantially all of the Company's assets and properties; or b. (b) any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934), other than the Company or any "person" who as of the date this Agreement is a director or officer of the Company (including any trust of such director or officer), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities; provided, however, that the following shall not constitute a "Change in Control" of the Company: (1i) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities); (2ii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (3iii) upon the death of any person who as of the date of this Agreement is a director or officer of the Company, the transfer (A) by testamentary disposition or the laws of intestate succession to the estate or the legal beneficiaries or heirs of such person, or (B) by the provisions of any trust to the beneficiaries thereof of the securities of the Company beneficially owned by such director or officer of the Company; or c. (c) the shareholders of the Company approve the dissolution or liquidation of the Company or a definitive agreement to merge or consolidate the Company with or into another entity in which the Company is not the continuing or surviving corporation or pursuant to which any shares of the Company's stock would be converted into cash, securities or other property of another entity, other than a merger of the Company in which holders of the Company's common stock immediately prior to the merger have the same proportionate ownership of common stock (or equivalent securities) of the surviving entity immediately after the merger as immediately before.

Exercisability. The option granted herein shall become exercisable at the following times and in the following amounts: The option shall become exercisable in cumulative increments of 46,667 25,000 shares on each of May 11February 10, 1999; 12,500 shares on February 10, 2000, ; and May 11, 2001 and 46,666 12,500 shares on May 11February 10, 20022001. The option granted hereunder shall lapse and expire on the seventh (7th) anniversary of the date hereof. If Employee does not purchase the full number of shares he is entitled to purchase in any one year, the right to purchase such shares carries over to the subsequent years during the term of this option. Notwithstanding the foregoing, this option shall automatically become fully exercisable upon a "Change in Control of the Company," as such term is defined below. For purposes of this Agreement, a "Change in Control of the Company" shall be deemed to have occurred if: a. (a) the shareholders of the Company approve a definitive agreement to sell, transfer, or otherwise dispose of all or substantially all of the Company's assets and properties; or b. (b) any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934), other than the Company or any "person" who as of the date this Agreement is a director or officer of the Company (including any trust of such director or officer), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities; provided, however, that the following shall not constitute a "Change in Control" of the Company: (1i) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities); (2ii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (3iii) upon the death of any person who as of the date of this Agreement is a director or officer of the Company, the transfer (A) by testamentary disposition or the laws of intestate succession to the estate or the legal beneficiaries or heirs of such person, or (B) by the provisions of any trust to the beneficiaries thereof of the securities of the Company beneficially owned by such director or officer of the Company; or c. (c) the shareholders of the Company approve the dissolution or liquidation of the Company or a definitive agreement to merge or consolidate the Company with or into another entity in which the Company is not the continuing or surviving corporation or pursuant to which any shares of the Company's stock would be converted into cash, securities or other property of another entity, other than a merger of the Company in which holders of the Company's common stock immediately prior to the merger have the same proportionate ownership of common stock (or equivalent securities) of the surviving entity immediately after the merger as immediately before.

Exercisability. The option granted herein shall become exercisable at the following times and in the following amounts: The option shall become exercisable in cumulative increments of 46,667 (a) 25,000 shares on each of signing (b) 25,000 shares on May 1112, 2000, and May 11, 2001 and 46,666 (c) 50,000 shares on May 1112, 2002. 2001, The option granted hereunder shall lapse and expire on the seventh (7th) anniversary of the date hereof. If Employee does not purchase the full number of shares he is entitled to purchase in any one year, the right to purchase such shares carries over to the subsequent years during the term of this option. Notwithstanding the foregoing, this option shall automatically become fully exercisable upon a "Change in Control of the Company," as such term is defined below. For purposes of this Agreement, a "Change in Control of the Company" shall be deemed to have occurred if: a. (a) the shareholders of the Company approve a definitive agreement to sell, transfer, or otherwise dispose of all or substantially all of the Company's assets and properties; or b. (b) any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934), other than the Company or any "person" who as of the date this Agreement is a director or officer of the Company (including any trust of such director or officer), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities; provided, however, that the following shall not constitute a "Change in Control" of the Company: (1i) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities); (2ii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (3iii) upon the death of any person who as of the date of this Agreement is a director or officer of the Company, the transfer (A) by testamentary disposition or the laws of intestate succession to the estate or the legal beneficiaries or heirs of such person, or (B) by the provisions of any trust to the beneficiaries thereof of the securities of the Company beneficially owned by such director or officer of the Company; or c. (c) the shareholders of the Company approve the dissolution or liquidation of the Company or a definitive agreement to merge or consolidate the Company with or into another entity in which the Company is not the continuing or surviving corporation or pursuant to which any shares of the Company's stock would be converted into cash, securities or other property of another entity, other than a merger of the Company in which holders of the Company's common stock immediately prior to the merger have the same proportionate ownership of common stock (or equivalent securities) of the surviving entity immediately after the merger as immediately before.

Exercisability. The option granted herein shall become exercisable at the following times and in the following amounts: The option shall become exercisable in cumulative increments of 46,667 50,000 shares on each of May 11February 18, 1997, February 18, 1998, February 18, 1999, February 18, 2000, and May 11February 18, 2001 and 46,666 shares on May 11, 20022001. The option granted hereunder shall lapse and expire on the seventh tenth (7th10th) anniversary of the date hereof. If Employee does not purchase the full number of shares he is entitled to purchase in any one year, the right to purchase such shares carries over to the subsequent years during the term of this option. Notwithstanding the foregoing, this option shall automatically become fully exercisable upon a "Change in of Control of the Company," as such term is defined below. For purposes of this Agreement, a "Change in of Control of the Company" shall be deemed to have occurred if: a. (a) the shareholders of the Company approve a definitive agreement to sell, transfer, or otherwise dispose of all or substantially all of the Company's assets and properties; or b. (b) any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934), other than the Company or any "person" who as of the date this Agreement is a director or officer of the Company (including any trust of such director or officer), ) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities; provided, however, that the following shall not constitute a "Change in Control" of the Company: (1i) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities);; or (2ii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or; (3c) upon the death of any person who as of the date of this Agreement is a director or officer of the Company, the transfer (A) by testamentary disposition or the laws of intestate succession to the estate or the legal beneficiaries or heirs of such person, or (B) by the provisions of any trust to the beneficiaries thereof of the securities of the Company beneficially owned by such director or officer of the Company; or c. the shareholders of the Company approve the dissolution or liquidation of the Company; or (d) the shareholders of the Company or approve a definitive agreement to merge or consolidate the Company with or into another entity in or entities, the result of which the Company is not the continuing merger or surviving corporation or pursuant to which any shares consolidation less than 50% of the Company's stock would be converted into cash, outstanding voting securities or other property of another entity, other than a merger of the Company in which surviving or resulting entity are, or are to be, owned by holders of the Company's common stock immediately prior to the merger have the same proportionate ownership of common stock (or equivalent securities) of the surviving entity immediately after the merger as immediately beforemerger.

Exercisability. The option granted herein shall become exercisable at Except as provided below with respect to a change of control, Executive may exercise the following times and in the following amounts: The option shall become exercisable in cumulative increments of 46,667 shares on each of May 11, 2000, and May 11, 2001 and 46,666 shares on May 11, 2002. The option granted hereunder shall lapse and expire Option only as follows: (i) beginning on the seventh day that the Bank opens for business (7ththe "Commencement Date"), the Option may be exercised to a maximum of 5,000 of the shares of Stock subject to this Agreement; (ii) beginning on the first anniversary of the date hereof. If Employee does not purchase the full number of shares he is entitled to purchase in any one yearCommencement Date, the right Option may be exercised up to purchase such an additional 5,000 of the shares carries over of Stock subject to this Agreement. (iii) beginning on the subsequent years during second anniversary of the term Commencement Date, the Option may be exercised up to an additional 5,000 of the shares of Stock subject to this optionAgreement; (iv) beginning on the third anniversary of the Commencement Date, the Option may be exercised up to an additional 5,000 of the shares of Stock subject to this Agreement; and (v) beginning on the fourth anniversary of the Commencement Date, the Option may be exercised up to an additional 5,000 of the shares of Stock subject to this Agreement. Notwithstanding To the foregoingextent that any portion of the Option has not already been exercised, this option shall automatically become fully exercisable Executive may immediately exercise the remaining portion of the Option upon a "Change in Control change of control of the Company," as such term is defined belowCompany or the Bank. For purposes of As used in this Agreement, a "Change in Control change of control of the CompanyCompany or the Bank" shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether or not the Company or the Bank in fact is required to comply with Regulation 14A; provided that, without limitation, such a change in control shall be deemed to have occurred if: a. the shareholders of the Company approve a definitive agreement to sell, transfer, or otherwise dispose of all or substantially all of the Company's assets and properties; or b. if any "person" (as such term is used in Section Sections 13(d) and 14(d) of the Securities Exchange Act of 1934in effect on the date first written above), other than the Company or any "person" who as of the date this Agreement is a director or officer of the Company (including any trust of such director or officer)Bank, respectively, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934Act), directly or indirectly, of securities of the Company or the Bank representing fifty percent (50%) 20% or more of the combined voting power of the Company's or the Bank's then outstanding securities; provided. Notwithstanding the foregoing, however, to the extent that the following shall not constitute a "Change in Control" any portion of the Company: (1) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities); (2) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (3) upon the death of any person who as of the date of Option has not been exercised, this Agreement is a director shall terminate and be of no further force and effect, and the Option shall expire, on the earliest of (a) ninety (90) days after termination of Executive's employment with the Employer for any reason except death, disability or officer retirement, (b) twelve months after termination of Executive's employment with the CompanyEmployer by reason of his death, the transfer (A) by testamentary disposition disability or the laws of intestate succession to the estate or the legal beneficiaries or heirs of such personretirement, or (Bc) by the provisions of any trust to the beneficiaries thereof seventh (7th) anniversary of the securities of the Company beneficially owned by such director or officer of the Company; or c. the shareholders of the Company approve the dissolution or liquidation of the Company or a definitive agreement to merge or consolidate the Company with or into another entity in which the Company is not the continuing or surviving corporation or pursuant to which any shares of the Company's stock would be converted into cash, securities or other property of another entity, other than a merger of the Company in which holders of the Company's common stock immediately prior to the merger have the same proportionate ownership of common stock (or equivalent securities) of the surviving entity immediately after the merger as immediately beforeCommencement Date.

Exercisability. The option granted herein shall become exercisable at the following times and in the following amounts: The option shall become exercisable in cumulative increments of 46,667 shares on each of May 11, 2000, and May 11, 2001 and 46,666 shares on May 11, 2002. The option granted hereunder shall lapse and expire on the seventh (7th) anniversary of the date hereof. If Employee does not purchase the full number of shares he is entitled to purchase in any one year, the right to purchase such shares carries over to the subsequent years during the term of this option. Notwithstanding the foregoing, this option shall automatically become fully exercisable upon a "Change in Control of the Company," as such term is defined below. For purposes of this Agreement, a "Change in Control of the Company" shall be deemed to have occurred if: a. (a) the shareholders of the Company approve a definitive agreement to sell, transfer, or otherwise dispose of all or substantially all of the Company's assets and properties; or b. (b) any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934), other than the Company or any "person" who as of the date this Agreement is a director or officer of the Company (including any trust of such director or officer), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities; provided, however, that the following shall not constitute a "Change in Control" of the Company: (1i) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities); (2ii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (3iii) upon the death of any person who as of the date of this Agreement is a director or officer of the Company, the transfer (A) by testamentary disposition or the laws of intestate succession to the estate or the legal beneficiaries or heirs of such person, or (B) by the provisions of any trust to the beneficiaries thereof of the securities of the Company beneficially owned by such director or officer of the Company; or c. (c) the shareholders of the Company approve the dissolution or liquidation of the Company or a definitive agreement to merge or consolidate the Company with or into another entity in which the Company is not the continuing or surviving corporation or pursuant to which any shares of the Company's stock would be converted into cash, securities or other property of another entity, other than a merger of the Company in which holders of the Company's common stock immediately prior to the merger have the same proportionate ownership of common stock (or equivalent securities) of the surviving entity immediately after the merger as immediately before.

Exercisability. The option granted herein shall become exercisable at the following times and in the following amounts: The option shall become exercisable in cumulative increments of 46,667 25,000 shares on each of May 11December 31, 20001997, December 31, 1998 and May 11December 31, 2001 and 46,666 shares on May 11, 20021999. The option granted hereunder shall lapse and expire on the seventh (7th) anniversary of the date hereof. If Employee does not purchase the full number of shares he is entitled to purchase in any one year, the right to purchase such shares carries over to the subsequent years during the term of this option. Notwithstanding the foregoing, this option shall automatically become fully exercisable upon a "Change in Control of the Company," as such term is defined below. For purposes of this Agreement, a "Change in Control of the Company" shall be deemed to have occurred if: a. (a) the shareholders of the Company approve a definitive agreement to sell, transfer, or otherwise dispose of all or substantially all of the Company's assets and properties; or b. (b) any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934), other than the Company or any "person" who as of the date this Agreement is a director or officer of the Company (including any trust of such director or officer), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities; provided, however, that the following shall not constitute a "Change in Control" of the Company: (1i) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities); (2ii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the -2- 3 Company or any corporation controlled by the Company; or (3iii) upon the death of any person who as of the date of this Agreement is a director or officer of the Company, the transfer (A) by testamentary disposition or the laws of intestate succession to the estate or the legal beneficiaries or heirs of such person, or (B) by the provisions of any trust to the beneficiaries thereof of the securities of the Company beneficially owned by such director or officer of the Company; or c. (c) the shareholders of the Company approve the dissolution or liquidation of the Company or a definitive agreement to merge or consolidate the Company with or into another entity in which the Company is not the continuing or surviving corporation or pursuant to which any shares of the Company's stock would be converted into cash, securities or other property of another entity, other than a merger of the Company in which holders of the Company's common stock immediately prior to the merger have the same proportionate ownership of common stock (or equivalent securities) of the surviving entity immediately after the merger as immediately before.

Exercisability. The option granted herein shall become exercisable at the following times and in the following amounts: The option shall become exercisable in cumulative increments of 46,667 25,000 shares on each of May 11(a) January 1, 2000, (b) January 1, 2001, and May 11, 2001 and 46,666 shares on May 11(c) January 1, 2002. The option granted hereunder shall lapse and expire on the seventh (7th) anniversary of the date hereof. If Employee Optionee does not purchase the full number of shares he is entitled to purchase in any one year, the right to purchase such shares carries over to the subsequent years during the term of this option. Notwithstanding the other provisions contained herein, this Option shall terminate upon the sooner of (i) seven years from the date hereof, or (ii) termination of Optionee's consulting engagement for cause. Notwithstanding the foregoing, this option shall automatically become fully exercisable upon a "Change in Control of the Company," as such term is defined below. For purposes of this Agreement, a "Change in Control of the Company" shall be deemed to have occurred if: a. (a) the shareholders of the Company approve a definitive agreement to sell, transfer, or otherwise dispose of all or substantially all of the Company's assets and properties; or b. (b) any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934), other than the Company or any "person" who as of the date this Agreement is a director or officer of the Company (including any trust of such director or officer), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities; provided, however, that the following shall not constitute a "Change in Control" of the Company: (1i) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities); (2ii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (3iii) upon the death of any person who as of the date of this Agreement is a director or officer of the Company, the transfer (A) by testamentary disposition or the laws of intestate succession to the estate or the legal beneficiaries or heirs of such person, or (B) by the provisions of any trust to the beneficiaries thereof of the securities of the Company beneficially owned by such director or officer of the Company; or c. (c) the shareholders of the Company approve the dissolution or liquidation of the Company or a definitive agreement to merge or consolidate the Company with or into another entity in which the Company is not the continuing or surviving corporation or pursuant to which any shares of the Company's stock would be converted into cash, securities or other property of another entity, other than a merger of the Company in which holders of the Company's common stock immediately prior to the merger have the same proportionate ownership of common stock (or equivalent securities) of the surviving entity immediately after the merger as immediately before.

Exercisability. The option granted herein Option shall become exercisable at with respect to the following times and in Shares underlying the following amountsOption, as follows: The option shall become exercisable in cumulative increments of 46,667 shares on each of May 11, 2000, and May 11, 2001 and 46,666 shares on May 11, 2002. The option granted hereunder shall lapse and expire on the seventh (7th) anniversary 20% of the date hereof. If Employee does not purchase the full number of shares he is entitled to purchase in any one year, the right to purchase such shares carries over to the subsequent years during the term of this option. Notwithstanding the foregoing, this option shall automatically become fully exercisable upon a "Change in Control Shares on ____________ 20% of the Company," as such term Shares on ______________ 20% of the Shares on ____________ 20% of the Shares on ______________ 20% of the Shares on ____________ The Option shall remain exercisable until the date that is defined below. For purposes ten (10) years from the date of this Agreement, a "Change unless the Option has otherwise expired or terminated earlier in Control accordance with the provisions hereof. Shares as to which the Option becomes exercisable pursuant to the foregoing provision may be purchased at any time prior to expiration of the Company" shall be deemed to have occurred if: a. Option. Notwithstanding the shareholders preceding provisions of this paragraph, upon receipt of notice from the Board of the Company approve a definitive agreement to sell, transfer, or otherwise dispose pendency of all or substantially all of the Company's assets and properties; or b. any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934), other than the Company or any "person" who as of the date this Agreement is a director or officer of the Company (including any trust of such director or officer), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities; provided, however, that the following shall not constitute a "Change in Control" of the Company: (1) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities); (2) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (3) upon the death of any person who as of the date of this Agreement is a director or officer of the Company, the transfer (A) by testamentary disposition or the laws of intestate succession to the estate or the legal beneficiaries or heirs of such person, or (B) by the provisions of any trust to the beneficiaries thereof of the securities of the Company beneficially owned by such director or officer of the Company; or c. the shareholders of the Company approve the dissolution or liquidation of the Company Company, or a definitive agreement to merge reorganization, merger, or consolidate consolidation of the Company with one or into another entity in more corporations as a result of which the Company is will not be the continuing surviving corporation, or surviving corporation or pursuant to which any shares sale of substantially all the Company's stock would be converted into cash, securities or other assets and property of another entity, other than a merger of the Company to another person, or in which holders the event of any other transaction involving the Company where there is a change in ownership of the Company's common stock immediately prior Company of at least twenty-five percent (25%), except as may result from a transfer of shares to another corporation in exchange for at least eighty percent (80%) control of that corporation (a "Terminating Event"), the merger Option shall be exercisable in full and not only as to those shares with respect to which installments, if any, have then accrued. Upon the same proportionate ownership of common stock (date specified in said notice, the Option or equivalent securities) any portion hereof not exercised shall terminate, unless provision is made in connection with the Terminating Event for assumption of the surviving entity immediately after Option or for substitution of the merger Option with new options covering stock of a successor employer corporation, or a parent or subsidiary corporation thereof, with appropriate adjustments as immediately beforeto number and kind of shares and prices.

Exercisability. The option (1) If the Employee ceases to be an employee of the Company, except as otherwise herein provided, the Option granted herein to the Employee hereunder shall be exercisable only to the extent that the right to purchase Shares under such Option has accrued and is in effect on the date such Employee ceases to be an employee of the Company. No partial exercise of the Option may be made for less than 25 full Shares. (2) Notwithstanding the foregoing, in the event that the Employee's employment with the Company is terminated either (i) by the Company without Cause or (ii) by the Executive for Good Reason (as each term is defined in the Employment Agreement), that portion of the Option that is not exercisable as of the effective date of termination will become exercisable at to the following times and extent it would have been exercisable on the first anniversary of the effective date of termination, absent such termination of employment. (3) Notwithstanding the foregoing, in the following amounts: The option event of a Change in Control, the Option shall become exercisable in cumulative increments of 46,667 shares on each of May 11, 2000, full and May 11, 2001 and 46,666 shares on May 11, 2002. The option granted hereunder shall lapse and expire on remain exercisable until its termination in accordance with the seventh (7th) anniversary of the date terms hereof. If Employee does not purchase the full number of shares he is entitled to purchase in any one year, the right to purchase such shares carries over to the subsequent years during the term of this option. Notwithstanding the foregoing, this option shall automatically become fully exercisable upon a "Change in Control of the Company," as such term is defined below. For purposes of this Agreement, a "Change in Control of the CompanyControl" shall be deemed to have occurred if: a. if the shareholders event set forth in any one of the Company approve a definitive agreement to sell, transfer, or otherwise dispose of all or substantially all of the Company's assets and properties; or b. following paragraphs shall have occurred: (1) any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934), other than the Company or any "person" who as of the date this Agreement is a director or officer of the Company (including any trust of such director or officer), Person is or becomes the "beneficial ownerBeneficial Owner" (as defined in Rule 13d-3 l3d-3 under the Securities Exchange Act of 1934Act), directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company) representing fifty percent (50%) 25% or more of the combined voting power of the Company's then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in subclause (A) of clause (3) below; provided, however, that (2) the following shall not individuals cease for any reason to constitute a "Change majority of the number of directors then serving: individuals who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in Control" connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company: (1) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of a conversion whose appointment or exchange privilege in respect of outstanding convertible or exchangeable securities); (2) any acquisition by an employee benefit plan (or related trust) sponsored or maintained election by the Company Board or any corporation controlled nomination for election by the Company; or 's stockholders was approved or recommended by a vote of at least two-thirds (3) upon the death of any person who as of the date of this Agreement is a director or officer of the Company, the transfer (A) by testamentary disposition or the laws of intestate succession to the estate or the legal beneficiaries or heirs of such person, or (B) by the provisions of any trust to the beneficiaries thereof of the securities of the Company beneficially owned by such director or officer of the Company; or c. the shareholders of the Company approve the dissolution or liquidation of the Company or a definitive agreement to merge or consolidate the Company with or into another entity in which the Company is not the continuing or surviving corporation or pursuant to which any shares of the Company's stock would be converted into cash, securities or other property of another entity, other than a merger of the Company in which holders of the Company's common stock immediately prior to the merger have the same proportionate ownership of common stock (or equivalent securities2/3) of the surviving entity immediately after directors then still in office who either were directors on the merger as immediately before.Effective Date or whose appointment, election or nomination for election was

Exercisability. The Subject to the terms of this Agreement, the option granted herein shall become exercisable at the following times and in the following amounts: The option shall become exercisable in cumulative increments of 46,667 12,500 shares on each of May 11July 7, 1998, July 7, 1999, July 7, 2000, and May 11July 7, 2001 and 46,666 shares on May 11, 20022001. The option granted hereunder shall lapse and expire on the seventh tenth (7th10th) anniversary of the date hereof. If Employee does not purchase the full number of shares he is entitled to purchase in any one year, the right to purchase such shares carries over to the subsequent years during the term of this option. Notwithstanding the foregoing, this option shall automatically become fully exercisable upon a "Change in of Control of the Company," as such term is defined below. For purposes of this Agreement, a "Change in of Control of the Company" shall be deemed to have occurred if: a. (a) the shareholders of the Company approve a definitive agreement to sell, transfer, or otherwise dispose of all or substantially all of the Company's assets and properties; or b. (b) any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934), other than the Company or any "person" who as of the date this Agreement is a director or officer of the Company (including any trust of such director or officer), ) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities; provided, however, that the following shall not constitute a "Change in Control" of the Company: (1i) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities);; or (2ii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or; (3c) upon the death of any person who as of the date of this Agreement is a director or officer of the Company, the transfer (A) by testamentary disposition or the laws of intestate succession to the estate or the legal beneficiaries or heirs of such person, or (B) by the provisions of any trust to the beneficiaries thereof of the securities of the Company beneficially owned by such director or officer of the Company; or c. the shareholders of the Company approve the dissolution or liquidation of the Company; or (d) the shareholders of the Company or approve a definitive agreement to merge or consolidate the Company with or into another entity in or entities, the result of which the Company is not the continuing merger or surviving corporation or pursuant to which any shares consolidation less than 50% of the Company's stock would be converted into cash, outstanding voting securities or other property of another entity, other than a merger of the Company in which surviving or resulting entity are, or are to be, owned by holders of the Company's common stock immediately prior to the merger have the same proportionate ownership of common stock (or equivalent securities) of the surviving entity immediately after the merger as immediately beforemerger.

Exercisability. The option granted herein shall become exercisable at the following times and in the following amounts: The option shall become exercisable in cumulative increments of 46,667 25,000 shares on each of May 11April 1, 1999, and April 1, 2000, and May 11, 2001 and 46,666 shares on May 11, 2002. The option granted hereunder shall lapse and expire on the seventh (7th) anniversary of the date hereof. If Employee does not purchase the full number of shares he is entitled to purchase in any one year, the right to purchase such shares carries over to the subsequent years during the term of this option. Notwithstanding the foregoing, this option shall automatically become fully exercisable upon a "Change in Control of the Company," as such term is defined below. For purposes of this Agreement, a "Change in Control of the Company" shall be deemed to have occurred if: a. (a) the shareholders of the Company approve a definitive agreement to sell, transfer, or otherwise dispose of all or substantially all of the Company's assets and properties; or b. (b) any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934), other than the Company or any "person" who as of the date this Agreement is a director or officer of the Company (including any trust of such director or officer), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities; provided, however, that the following shall not constitute a "Change in Control" of the Company: (1i) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities); (2ii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (3iii) upon the death of any person who as of the date of this Agreement is a director or officer of the Company, the transfer (A) by testamentary disposition or the laws of intestate succession to the estate or the legal beneficiaries or heirs of such person, or (B) by the provisions of any trust to the beneficiaries thereof of the securities of the Company beneficially owned by such director or officer of the Company; or c. (c) the shareholders of the Company approve the dissolution or liquidation of the Company or a definitive agreement to merge or consolidate the Company with or into another entity in which the Company is not the continuing or surviving corporation or pursuant to which any shares of the Company's stock would be converted into cash, securities or other property of another entity, other than a merger of the Company in which holders of the Company's common stock immediately prior to the merger have the same proportionate ownership of common stock (or equivalent securities) of the surviving entity immediately after the merger as immediately before.

Exercisability. The Subject to the terms and conditions contained herein, the option granted herein shall become exercisable at the following times and in the following amounts: The option shall become exercisable in cumulative increments of 46,667 10,333 shares on each of May 11October 1, 1998 and October 1, 1999 and an increment of 10,334 shares on October 1, 2000, and May 11, 2001 and 46,666 shares on May 11, 2002. The option granted hereunder shall lapse and expire on the seventh tenth (7th10th) anniversary of the date hereof. If Employee does not purchase the full number of shares he is entitled to purchase in any one year, the right to purchase such shares carries over to the subsequent years during the term of this option. Notwithstanding the foregoing, this option shall automatically become fully exercisable upon a "Change in Control of the Company," as such term is defined below. For purposes of this Agreement, a "Change in Control of the Company" shall be deemed to have occurred if: a. (a) the shareholders of the Company approve a definitive agreement to sell, transfer, or otherwise dispose of all or substantially all of the Company's assets and properties; or b. (b) any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934), other than the Company or any "person" who as of the date this Agreement is a director or officer of the Company (including any trust of such director or officer), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities; provided, however, that the following shall not constitute a "Change in Control" of the Company: (1i) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities); (2ii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (3iii) upon the death of any person who as of the date of this Agreement is a director or officer of the Company, the transfer (A) by testamentary disposition or the laws of intestate succession to the estate or the legal beneficiaries or heirs of such person, or (B) by the provisions of any trust to the beneficiaries thereof of the securities of the Company beneficially owned by such director or officer of the Company; or c. (c) the shareholders of the Company approve the dissolution or liquidation of the Company or a definitive agreement to merge or consolidate the Company with or into another entity in which the Company is not the continuing or surviving corporation or pursuant to which any shares of the Company's stock would be converted into cash, securities or other property of another entity, other than a merger of the Company in which holders of the Company's common stock immediately prior to the merger have the same proportionate ownership of common stock (or equivalent securities) of the surviving entity immediately after the merger as immediately before.

Exercisability. The option granted herein shall become exercisable at the following times and in the following amounts: The option shall become exercisable in cumulative increments of 46,667 66,667 shares on each of May 11December 31, 20001997, and May 11December 31, 2001 1998, and 46,666 66,666 shares on May 11December 31, 20021999. The option granted hereunder shall lapse and expire on the seventh (7th) anniversary of the date hereof. If Employee does not purchase the full number of shares he is entitled to purchase in any one year, the right to purchase such shares carries over to the subsequent years during the term of this option. Notwithstanding the foregoing, this option shall automatically become fully exercisable upon a "Change in Control of the Company," as such term is defined below. For purposes of this Agreement, a "Change in Control of the Company" shall be deemed to have occurred if: a. (a) the shareholders of the Company approve a definitive agreement to sell, transfer, or otherwise dispose of all or substantially all of the Company's assets and properties; or b. (b) any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934), other than the Company or any "person" who as of the date this Agreement is a director or officer of the Company (including any trust of such director or officer), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities; provided, however, that the following shall not constitute a "Change in Control" of the Company: (1i) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities); (2) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (3) upon the death of any person who as of the date of this Agreement is a director or officer of the Company, the transfer (A) by testamentary disposition or the laws of intestate succession to the estate or the legal beneficiaries or heirs of such person, or (B) by the provisions of any trust to the beneficiaries thereof of the securities of the Company beneficially owned by such director or officer of the Company; or c. the shareholders of the Company approve the dissolution or liquidation of the Company or a definitive agreement to merge or consolidate the Company with or into another entity in which the Company is not the continuing or surviving corporation or pursuant to which any shares of the Company's stock would be converted into cash, securities or other property of another entity, other than a merger of the Company in which holders of the Company's common stock immediately prior to the merger have the same proportionate ownership of common stock (or equivalent securities) of the surviving entity immediately after the merger as immediately before.

Exercisability. The option granted herein Option shall become exercisable at with respect to the following times and in Shares underlying the following amountsOption, as follows: The option shall become exercisable in cumulative increments of 46,667 shares on each of May 11, 2000, and May 11, 2001 and 46,666 shares on May 11, 2002. The option granted hereunder shall lapse and expire on the seventh (7th) anniversary 20% of the date hereof. If Employee does not purchase the full number of shares he is entitled to purchase in any one year, the right to purchase such shares carries over to the subsequent years during the term of this option. Notwithstanding the foregoing, this option shall automatically become fully exercisable upon a "Change in Control Shares on ____________ 20% of the Company," as such term Shares on ______________ 20% of the Shares on ____________ 20% of the Shares on ______________ 20% of the Shares on ____________ The Option shall remain exercisable until the date that is defined below. For purposes ten (10) years from the date of this Agreement, a "Change unless the Option has otherwise expired or terminated earlier in Control of accordance with the Company" shall be deemed to have occurred if: a. the shareholders of the Company approve a definitive agreement to sell, transfer, or otherwise dispose of all or substantially all of the Company's assets and properties; or b. any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934), other than the Company or any "person" who as of the date this Agreement is a director or officer of the Company (including any trust of such director or officer), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securitiesprovisions hereof; provided, however, that if the following shall not constitute a "Change in Control" Optionee possesses more than ten percent (10%) of the total combined voting power of all classes of stock of the Company: (1) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of a conversion , or exchange privilege in respect of outstanding convertible or exchangeable securities); (2) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (3) upon the death of any person who as of Parent or Subsidiary, on the date of this Agreement Agreement, then the Option shall remain exercisable until the date that is a director five (5) years from the date of this Agreement, unless the Option has otherwise expired or officer terminated earlier in accordance with the provisions hereof. Shares as to which the Option becomes exercisable pursuant to the foregoing provision may be purchased at any time prior to expiration of the Company, Option. Notwithstanding the transfer (A) by testamentary disposition or the laws of intestate succession to the estate or the legal beneficiaries or heirs of such person, or (B) by the preceding provisions of any trust to this paragraph, upon receipt of notice from the beneficiaries thereof Board of the securities pendency of the Company beneficially owned by such director or officer of the Company; or c. the shareholders of the Company approve the dissolution or liquidation of the Company Company, or a definitive agreement to merge reorganization, merger, or consolidate consolidation of the Company with one or into another entity in more corporations as a result of which the Company is will not be the continuing surviving corporation, or surviving corporation or pursuant to which any shares sale of substantially all the Company's stock would be converted into cash, securities or other assets and property of another entity, other than a merger of the Company to another person, or in which holders the event of any other transaction involving the Company where there is a change in ownership of the Company's common stock immediately prior Company of at least twenty-five percent (25%), except as may result from a transfer of shares to another corporation in exchange for at least eighty percent (80%) control of that corporation (a "Terminating Event"), the merger Option shall be exercisable in full and not only as to those shares with respect to which installments, if any, have then accrued. Upon the same proportionate ownership of common stock (date specified in said notice, the Option or equivalent securities) any portion hereof not exercised shall terminate, unless provision is made in connection with the Terminating Event for assumption of the surviving entity immediately after Option or for substitution of the merger Option with new options covering stock of a successor employer corporation, or a parent or subsidiary corporation thereof, with appropriate adjustments as immediately beforeto number and kind of shares and prices.

Exercisability. The option granted herein shall become exercisable at the following times and in the following amounts: The option shall become exercisable in cumulative increments of 46,667 27,500 shares on each of signing (a) 27,500 shares on May 1113, 2000, and (b) 55,000 May 1113, 2001 and 46,666 shares on May 112001, 2002. The option granted hereunder shall lapse and expire on the seventh (7th) anniversary of the date hereof. If Employee does not purchase the full number of shares he is entitled to purchase in any one year, the right to purchase such shares carries over to the subsequent years during the term of this option. Notwithstanding the foregoing, this option shall automatically become fully exercisable upon a "Change in Control of the Company," as such term is defined below. For purposes of this Agreement, a "Change in Control of the Company" shall be deemed to have occurred if: a. (a) the shareholders of the Company approve a definitive agreement to sell, transfer, or otherwise dispose of all or substantially all of the Company's assets and properties; or b. (b) any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934), other than the Company or any "person" who as of the date this Agreement is a director or officer of the Company (including any trust of such director or officer), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities; provided, however, that the following shall not constitute a "Change in Control" of the Company: (1i) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities); (2ii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (3iii) upon the death of any person who as of the date of this Agreement is a director or officer of the Company, the transfer (A) by testamentary disposition or the laws of intestate succession to the estate or the legal beneficiaries or heirs of such person, or (B) by the provisions of any trust to the beneficiaries thereof of the securities of the Company beneficially owned by such director or officer of the Company; or c. (c) the shareholders of the Company approve the dissolution or liquidation of the Company or a definitive agreement to merge or consolidate the Company with or into another entity in which the Company is not the continuing or surviving corporation or pursuant to which any shares of the Company's stock would be converted into cash, securities or other property of another entity, other than a merger of the Company in which holders of the Company's common stock immediately prior to the merger have the same proportionate ownership of common stock (or equivalent securities) of the surviving entity immediately after the merger as immediately before.

Exercisability. The option granted herein shall become exercisable at the following times and in the following amounts: The option Option shall become exercisable in cumulative increments of 46,667 shares on each of May 11, 2000, and May 11, 2001 and 46,666 shares on May 11, 2002. The option granted hereunder shall lapse and expire full on the seventh (7th) anniversary first day following the expiration of the date hereof. If Employee does not purchase the full number of shares he is entitled to purchase in any one year, the right to purchase such shares carries over to the subsequent years during the term of this option. Notwithstanding the foregoing, this option shall automatically become fully exercisable upon a "Change in Control of the Company," as such term is defined below. For purposes of this Agreement, a "Change in Control of the Company" shall be deemed to have occurred if: a. the shareholders of the Company approve a definitive agreement to sell, transfer, or otherwise dispose of all or substantially all of the Company's assets and properties; or b. any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934), other than the Company or any "person" who as of the date this Agreement is a director or officer of the Company (including any trust of such director or officer), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's then outstanding securities; provided, however, that the twelve months following shall not constitute a "Change in Control" of the Company: (1) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities); (2) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (3) upon the death of any person who as of the date of this Agreement is a director or officer Option, and shall be canceled, as specified pursuant to Section 7 of the CompanyPlan, if you sell shares of common stock of the Company during such twelve-month period, subject to the exceptions expressed in such Section 7. The Option, which is intended to qualify as an `incentive stock option'' within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, shall be in all respects limited and conditioned as provided in the Plan. A copy of the Plan is enclosed with this letter. During your lifetime, the transfer (A) Option will be exercisable only by testamentary disposition you. Neither the Option nor any right thereunder may be transferred other than by will or the laws of intestate succession descent and distribution. Exercise of the Option shall be subject to your making the representations set forth below and any representations to such other matters as the Committee, in its discretion, may determine to be necessary or advisable to evidence compliance with requirements under the Securities Act of 1933, as amended, or state securities laws for registering or exempting from registration any offer of sale of the Corporation's securities pursuant to the estate or Plan. EXHIBIT 10.1 This letter, upon your delivery of an executed copy to the legal beneficiaries or heirs Corporation, shall constitute a binding incentive stock option agreement between you and the Corporation. Very truly yours, GERMAN AMERICAN BANCORP BY THE STOCK OPTION COMMITTEE OF THE BOARD OF DIRECTORS BY: By/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ---------------------------- Chairman of such personthe Stock Option Committee ACKNOWLEDGMENT AND AGREEMENT I hereby acknowledge receipt of this letter granting me the above Option as well as receipt of a copy of the Plan, or (B) and I acknowledge and agree to be bound by the provisions of any trust to the beneficiaries thereof following: 1. I have received a copy of the securities of Plan and agree to be bound by the Company beneficially owned by such director or officer of the Company; or c. the shareholders of the Company approve the dissolution or liquidation of the Company or a definitive agreement to merge or consolidate the Company with or into another entity in which the Company is not the continuing or surviving corporation or pursuant to which any shares of the Company's stock would be converted into cash, securities or other property of another entity, other than a merger of the Company in which holders of the Company's common stock immediately prior to the merger have the same proportionate ownership of common stock (or equivalent securities) of the surviving entity immediately after the merger as immediately beforeterms and conditions set forth therein.