Common use of Term of Option and Conditions of Exercise Clause in Contracts

Term of Option and Conditions of Exercise. (a) The Option has been granted as of the Grant Date and shall terminate on the Expiration Date specified on Exhibit A (which shall not exceed ten years from the Grant Date), subject to earlier termination as provided herein and in the Plan. Upon the termination or expiration of the Option, all rights of the Optionee in respect of such Option hereunder shall cease. (b) The Option Shares shall vest based on the achievement of the financial performance goals during fiscal year 2009 as set forth on Exhibit A; provided, however, that if the number of Option Shares would result in the issuance of a fraction of a share, no fractional share shall be issued and instead the number of Option Shares shall be increased or decreased to the next whole number. The determination by the Committee with respect to the financial performance levels achieved by the Company during fiscal year 2009 and the number of Option Shares that vests shall be made on a date not later than July 31, 2009 (the “Performance Measurement Date”). Any Option Shares that fail to meet the financial performance goals set forth on Exhibit A shall be forfeited. The Option Shares that have vested based on the achievement of the financial performance goals are herein referred to as the “Performance Vested Shares.” So long as the Optionee continues to be employed by the Company, the Performance Vested Shares shall vest after one year from the Grant Date as to one-third of the Option Shares, after two years from the Grant Date as to two-thirds of the Performance Vested Shares and after three years from the Grant Date as to 100% of the Performance Vested Shares; provided, however, that any fractional Performance Vested Shares shall not vest, or be delivered, until the final vesting event.