On April 30 or on such later date as set forth in Section 2.4 of the Merger Agreement, of each calendar years of 2001, 2002, 2003, 2004 and 2005, the Executive shall receive stock options for 25% of the number of shares of Common Stock to be determined by dividing (A) a fraction, the numerator of which shall be the product of 3% of the Net Income (as defined in the Merger Agreement) for the prior calendar year times the Company's P/E (the ratio of the Company's price of Common Stock divided by earnings per share of Common Stock reported for the applicable calendar year, where the price of the Common Stock is based on the average closing price for the last twenty-trading-day period for such prior year) and the denominator of which shall be five; by (B) the Fair Market Value (as defined in the Merger Agreement) as of the grant date; provided, that unless otherwise provided herein, such options will be subject to the terms and conditions of the 1999 Omnibus Stock Incentive Plan of the Company (the "Plan"). In the event that the number of shares of Common Stock available under the Plan is not sufficient to issue all of the options required to be issued to the Executive on any date pursuant to this Section, the Purchaser shall use its best efforts to amend the Plan to increase the number of shares of Common Stock available under the Plan so that the Plan would include a number of shares of Common Stock sufficient to allow the issuance of all of the options required to be issued to the Executive on any date pursuant to this Section. In such event, if the Plan is amended to allow the issuance of the options required to be issued to the Executive pursuant to this Section, the Purchaser shall promptly thereafter issue such options to the Executive. The options granted pursuant to this Section shall (i) vest after two years from the date of grant, (ii) expire after 10 years from the date of grant and (iii) have an exercise price equal to the Fair Market Value as of the grant date. For purposes of this Section, the Net Income shall be determined as provided in the Merger Agreement; provided, however, that such Net Income shall be determinable only with respect to First Home Group (as defined in the Merger Agreement).