Common use of Rules and Procedures for Exercise Clause in Contracts

Rules and Procedures for Exercise. Any exercise of an Option must comply with the terms and conditions respecting exercise set forth in the Plan, this Agreement and any forms and other documents established by the Committee for use in exercising Options. Option Price Fair Market Value on date of grant. Option Type Nonqualified (non-statutory) stock option. Expiration Date 10 year term from date of grant, unless otherwise specified. No vesting or timing of exercise provision can extend the term. Vesting 1/3, 1/3, 1/3 on December 31st of , and , subject to continuous service, except as noted for special circumstances herein or as otherwise provided by the Employment Agreement. Unvested options will be forfeited. Exercise Any time after vesting during the term. Employment Agreement Controls For the avoidance of doubt, in the event of a conflict between the Employment Agreement and this Agreement (including any schedules thereto) related to vesting or exercisability of an Award on termination of employment, Change of Control or other event, the agreement that provides a more favorable outcome to the Participant in connection with such termination of employment, Change of Control or other event, shall control. Death Immediate full vesting of all options. Options expire and must be exercised within one year of death, or if earlier, the expiration of the original term. Disability Immediate full vesting of all options. Options expire and must be exercised within one year of Disability termination, or if earlier, the expiration of the original term. Retirement Vesting continues over the normal period specified in the grant. Options expire and must be exercised within three years of Retirement, or if earlier, the expiration of the original term. Good Reason and other non-Cause terminations Vesting ends with effective date of termination. Options expire and must be exercised within 90 days of termination, or if earlier, the expiration of the original term. Termination for Cause Vesting ends with effective date of termination. Options expire and must be exercised within 5 days of termination, or if earlier, the expiration of the original term.

Rules and Procedures for Exercise. Any exercise of an Option must comply with the terms and conditions respecting exercise set forth in the Plan, this Agreement and any forms and other documents established by the Committee for use in exercising Options. Option Price Fair Market Value on date of grant. Option Type Nonqualified (non-statutory) stock option. Expiration Date 10 year term from date of grant, unless otherwise specified. No vesting or timing of exercise provision can extend the term. Vesting 1/3, 1/3, 1/3 on December March 31st of , and each year following the year of the date of grant, subject to continuous service, except as noted for special circumstances herein or as otherwise provided by the Employment Agreement. Unvested options will be forfeited. Exercise Any time after vesting during the term. Employment Agreement Controls For the avoidance of doubt, in the event of a conflict between the Employment Agreement and this Agreement (including any schedules thereto) related to vesting or exercisability of an Award on termination of employment, Change of Control or other event, the agreement that provides a more favorable outcome to the Participant in connection with such termination of employment, Change of Control or other event, shall control. Death Immediate full vesting of all options. Options expire and must be exercised within one year of death, or if earlier, the expiration of the original term. Disability Immediate full vesting of all options. Options expire and must be exercised within one year of Disability termination, or if earlier, the expiration of the original term. Retirement Vesting continues over the normal period specified in the grant. Options expire and must be exercised within three years of Retirement, or if earlier, the expiration of the original term. Good Reason and other non-Cause terminations Vesting ends with effective date of termination. Options expire and must be exercised within 90 days of termination, or if earlier, the expiration of the original term. Termination for Cause Vesting ends with effective date of termination. Options expire and must be exercised within 5 days of termination, or if earlier, the expiration of the original term.

Rules and Procedures for Exercise. Any exercise of an Option must comply with the terms and conditions respecting exercise set forth in the Plan, this Agreement and any forms and other documents established by the Committee for use in exercising Options. Option Price Fair Market Value (closing price) on date of grant. Option Type Nonqualified (non-statutory) stock option. Expiration Date 10 year term from date of grant, unless otherwise specified. No vesting or timing of exercise provision can extend the term. Vesting 1/3, 1/3, 1/3 on December 31st [month and day] of , and each year following the year of the date of grant, subject to continuous service, except as noted for special circumstances herein or as otherwise provided by the Employment Agreement. Unvested options will be forfeited. Exercise Any time after vesting during the term. Employment Agreement Controls For the avoidance of doubt, in the event of a conflict between the Employment Agreement and this Agreement (including any schedules thereto) related to vesting or exercisability of an Award on termination of employment, Change of Control or other event, the agreement that provides a more favorable outcome to the Participant in connection with such termination of employment, Change of Control or other event, shall control. Death Immediate full vesting of all options. Options expire and must be exercised within one year of death, or if earlier, the expiration of the original term. Disability Immediate full vesting of all options. Options expire and must be exercised within one year of Disability termination, or if earlier, the expiration of the original term. Retirement Vesting continues over the normal period specified in the grant. Options expire and must be exercised within three years of Retirement, or if earlier, the expiration of the original term. "Good Reason Reason" and other non-Cause non‑cause terminations Vesting ends with effective date of termination. Options expire and must be exercised within 90 days of termination, or if earlier, the expiration of the original term. Termination for Cause Vesting ends with effective date of termination. Options expire and must be exercised within 5 30 days of termination. Change in Control Modified “Double Trigger Basis.” All options accelerated to vest as of the date of a (A) a “Change in Control” as defined in the 2009 LTIP, plus either (i) actual termination without cause or (ii) “good reason” termination which is to be made available to all participants for purposes of 2009 LTIP awards, or if earlier(B) a “Change in Control” as defined in the 2009 LTIP in the event that an acquirer does not assume all outstanding obligations under the 2009 LTIP. Options remain exercisable over the full term. Disposition Options are non-transferable. Stock received upon exercise may be sold or disposed of as permitted by law or Company policy applicable to the employee. Non-Compete 12 month non-compete period following termination, the expiration other post-employment covenants extend indefinitely; violations of the original term.restrictive covenants within 12 months will result in cessation of any post-employment vesting and forfeiture of vested Options. Name of Participant: 1. Name of Governing Plan: 2009 Long-Term Incentive Plan 2. Number of Target Performance Shares: