Common use of Performance Option Clause in Contracts

Performance Option. (i) The Option shall become exercisable with respect to 20% of the shares of Common Stock subject to such Option in respect of each Fiscal Year (beginning with the 2004 Fiscal Year) upon the achievement by the Company of the Performance Target established in respect of each such Fiscal Year and set forth on Appendix A attached hereto; provided, however, that such Option shall only become exercisable as to 20% of the shares of Common Stock subject to such Option (each such 20% of the shares, a “Tranche”) on December 31 of each such Fiscal Year upon the occurrence of the Financial Statement Approval Date applicable to such Fiscal Year so long as either (i) the Optionee remains employed with the Company on the applicable Financial Statement Approval Date or (ii) an Interim Termination Event occurs between such December 31 and the applicable Financial Statement Approval Date. If the Company does not achieve its Performance Target for any given Fiscal Year (a “Missed Year”), the Option shall not become exercisable in respect of such Fiscal Year, as set forth in the immediately preceding sentence; provided, however, that if the Company achieves the Performance Target as established for any Fiscal Year subsequent to a Missed Year, then any prior percentage of the Option (the exercisability of which had not previously occurred) in respect of prior Missed Years shall become exercisable (but only to the extent such Option has not otherwise terminated or become exercisable). Notwithstanding the foregoing, the Option shall become exercisable as to 100% of the shares of Common Stock subject to such Option (to the extent such Option has not otherwise terminated or become exercisable) on the eighth anniversary of the Grant Date.

Performance Option. (i) The Performance Option shall become exercisable with respect to 20% of the shares of Common Stock subject to such Option in respect of each Fiscal Year (beginning with the 2004 Fiscal Year) upon the achievement by the applicable division of the Company (“Applicable Division”) (as set forth on Exhibit A) of the Performance Target Targets established in respect of each such Fiscal Year of the Applicable Division and set forth on Appendix Exhibit A attached hereto; provided, however, that such Option shall only become exercisable as to 20% of the shares of Common Stock subject to such Option (each such 20% of the shares, a “Tranche”) on December 31 of each such Fiscal Year upon the occurrence of the Financial Statement Approval Date applicable to such Fiscal Year so long as either (i) the Optionee remains employed with the Company on the applicable Financial Statement Approval Date or (ii) an Interim Termination Event occurs between such December 31 and the applicable Financial Statement Approval Date. If the Company Applicable Division does not achieve its Annual Performance Target for any given Fiscal Year (a “Missed Year”), the Option shall not become exercisable in respect of such Fiscal Year, as set forth in the immediately preceding sentence; provided, however, that if the Company Applicable Division achieves the Cumulative Performance Target as established for any Fiscal Year subsequent to a Missed Year, then any prior percentage of the Option (the exercisability of which had not previously occurred) in respect of prior Missed Years shall become exercisable (but only to the extent such Option has not otherwise terminated or become exercisable). Notwithstanding the foregoing, the Option shall become exercisable as to 100% of the shares of Common Stock subject to such Option (to the extent such Option has not otherwise terminated or become exercisable) on the eighth anniversary of the Grant Date.

Performance Option. (i) The Option shall become exercisable with respect to 20% of the shares of Common Stock subject to such Option in respect of each Fiscal Year (beginning with the 2004 Fiscal Year) upon the achievement by the Company of the Performance Target established in respect of each such Fiscal Year and set forth on Appendix A attached hereto; provided, however, that such Option shall only become exercisable as to 20% of the shares of Common Stock subject to such Option (each such 20% of the shares, a “"Tranche”") on December 31 of each such Fiscal Year upon the occurrence of the Financial Statement Approval Date applicable to such Fiscal Year so long as either (i) the Optionee remains employed with the Company on the applicable Financial Statement Approval Date or (ii) an Interim Termination Event occurs between such December 31 and the applicable Financial Statement Approval Date. If the Company does not achieve its Performance Target for any given Fiscal Year (a “"Missed Year”"), the Option shall not become exercisable in respect of such Fiscal Year, as set forth in the immediately preceding sentence; provided, however, that if the Company achieves the Performance Target as established for any Fiscal Year subsequent to a Missed Year, then any prior percentage of the Option (the exercisability of which had not previously occurred) in respect of prior Missed Years shall become exercisable (but only to the extent such Option has not otherwise terminated or become exercisable). Notwithstanding the foregoing, the Option shall become exercisable as to 100% of the shares of Common Stock subject to such Option (to the extent such Option has not otherwise terminated or become exercisable) on the eighth anniversary of the Grant Date.

Performance Option. (i) The Performance Option shall become exercisable with respect to 20% of the shares of Common Stock subject to such Performance Option in respect of each Fiscal Year (beginning with the 2004 Fiscal Year) upon the achievement by the Company of the Performance Target Targets established in respect of each such Fiscal Year and set forth on Appendix A attached hereto; provided, however, that such Performance Option shall only become exercisable as to 20% of the shares of Common Stock subject to such Performance Option (each such 20% of the shares, a “"Tranche”") on December 31 of each such Fiscal Year upon the occurrence of the Financial Statement Approval Date applicable to such Fiscal Year so long as either (i) the Optionee remains employed with the Company on the applicable Financial Statement Approval Date or (ii) an Interim Termination Event occurs between such December 31 and the applicable Financial Statement Approval Date. If the Company does not achieve its Performance Target for any given Fiscal Year (a “"Missed Year”"), the Performance Option shall not become exercisable in respect of such Fiscal Year, as set forth in the immediately preceding sentence; provided, however, that if the Company achieves the Performance Target as established for any Fiscal Year subsequent to a Missed Year, then any prior percentage of the Performance Option (the exercisability of which had not previously occurred) in respect of prior Missed Years shall become exercisable (but only to the extent such Performance Option has not otherwise terminated or become exercisable). Notwithstanding the foregoing, the Performance Option shall become exercisable as to 100% of the shares of Common Stock subject to such Performance Option (to the extent such Performance Option has not otherwise terminated or become exercisable) on the eighth anniversary of the Grant Date.