Common use of Commencement of Exercisability Clause in Contracts

Commencement of Exercisability. (a) Subject to Section 3.1(e) and Section 3.3 of this Agreement, 50% of the Option shall become vested in five cumulative installments, provided that the Optionee remains continuously employed in active service by the Company or one of its Subsidiaries from the date of grant through such date, as follows: (i) The first installment shall consist of 10% of the shares of Common Stock covered by such Option and shall become vested on July 21, 2007; (ii) The second installment shall consist of 10% of the shares of Common Stock covered by such Option and shall become vested on July 21, 2008; (iii) The third installment shall consist of 10% of the shares of Common Stock covered by such Option and shall become vested on July 21, 2009; (iv) The fourth installment shall consist of 10% of the shares of Common Stock covered by such Option and shall become vested on July 21, 2010; and (v) The fifth installment shall consist of 10% of the shares of Common Stock covered by such Option and shall become vested on July 21, 2011. (b) Subject to Section 3.1(e) and Section 3.3, 50% of the Option shall become vested as follows: (i) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 through 2011, in each case as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if the Debt Repayment for such fiscal year equals or exceeds the Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (B) with respect to the fiscal year ending March 31, 2008: (1) if the Debt Repayment for such fiscal year equals or exceeds 95%, but is less than 100%, of the Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Debt Repayment for such fiscal year equals or exceeds the Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if the Debt Repayment for any such fiscal year equals or exceeds 90%, but is less than 95%, of the Debt Repayment Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Debt Repayment for any such fiscal year equals or exceeds 95%, but is less than 100%, of the Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if the Debt Repayment for any such fiscal year equals or exceeds the Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (ii) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 through 2011 as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if the Cumulative Debt Repayment for such fiscal year equals or exceeds the Cumulative Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (B) with respect to the fiscal year ending March 31, 2008: (1) if the Cumulative Debt Repayment for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Cumulative Debt Repayment for such fiscal year equals or exceeds the Cumulative Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if the Cumulative Debt Repayment for such fiscal year equals or exceeds 90%, but is less than 95%, of the Cumulative Debt Repayment Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Cumulative Debt Repayment for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if the Cumulative Debt Repayment for such fiscal year equals or exceeds the Cumulative Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (iii) If the Cumulative Debt Repayment as of the end of any fiscal year 2007 through 2011 is less than the Cumulative Debt Repayment Target through the end of such fiscal year, that portion of the Option that was subject to accelerated vesting pursuant to Section 3.1(b)(i) and 3.1(b)(ii), but which did not become vested pursuant to Sections 3.1(b)(i)(A), (B) or (C) or 3.1(b)(ii)(A), (B) or (C), with respect to such fiscal year, subject to Sections 3.2 and 3.4, shall become vested, as determined by the Committee, on, or within 120 days following, the last day of the first fiscal year in which the Cumulative Debt Repayment equals or exceeds the Cumulative Debt Repayment Target for such fiscal year. (iv) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 through 2011 as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if EBITDA for such fiscal year equals or exceeds the EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (B) with respect to the fiscal year ending March 31, 2008: (1) if EBITDA for such fiscal year equals or exceeds 95%, but is less than 100%, of the EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if EBITDA for such fiscal year equals or exceeds the EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if EBITDA for any such fiscal year equals or exceeds 90%, but is less than 95%, of the EBITDA Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if EBITDA for any such fiscal year equals or exceeds 95%, but is less than 100%, of the EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if EBITDA for any such fiscal year equals or exceeds the EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (v) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 through 2011 as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if Cumulative EBITDA for such fiscal year equals or exceeds the Cumulative EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (B) with respect to the fiscal year ending March 31, 2008: (1) if Cumulative EBITDA for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if Cumulative EBITDA for such fiscal year equals or exceeds the Cumulative EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if Cumulative EBITDA for such fiscal year equals or exceeds 90%, but is less than 95%, of the Cumulative EBITDA Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if Cumulative EBITDA for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if Cumulative EBITDA for such fiscal year equals or exceeds the Cumulative EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (vi) if Cumulative EBITDA as of the end of any fiscal year 2007 through 2011 is less than the Cumulative EBITDA Target through the end of such fiscal year, that portion of the Option that was subject to accelerated vesting pursuant to Sections 3.1(b)(iv) and 3.1(b)(v), but which did not become vested pursuant to Sections 3.1(b)(iv)(A), (B) or (C) or 3.1(b)(v)(A), (B) or (C), with respect to such fiscal year, subject to Sections 3.2 and 3.4, shall become vested, as determined by the Committee, on, or within 120 days following, the last day of the first fiscal year in which Cumulative EBITDA equals or exceeds the Cumulative EBITDA Target for such fiscal year. (c) Notwithstanding the foregoing provisions of this Section 3.1, but subject to Section 3.1(e), upon the occurrence of the first Liquidity Event, the following shall immediately prior to the effective date of such Liquidity Event become vested in full: (i) that portion of the Option that remains eligible to become vested pursuant to Section 3.1(a); (ii) at the election and sole discretion of the Committee, that portion of the Option that has not, as of such Liquidity Event, become eligible to become vested pursuant to Sections 3.1(b)(i), 3.1(b)(ii), 3.1(b)(iv) or 3.1(b)(v); (iii) that portion of the Option that remains eligible to become vested pursuant to Section 3.1(b), but only if the Principal Stockholder(s) CAGR as of the Liquidity Event equals or exceeds 25%. (d) The Committee shall make the determination as to whether the respective Debt Repayment, Cumulative Debt Repayment, EBITDA, and Cumulative EBITDA Targets have been met, and shall determine the extent, if any, to which the Option as become vested, on any such date as the Committee in its sole discretion shall determine; provided, however, that with respect to each fiscal year such date shall not be later than the 120th day following March 31 of such fiscal year. (e) Except with respect to any portion of the Option that as of the Optionee’s Termination of Employment is eligible to vest pursuant to Section 3.1(b) for the fiscal year preceding the fiscal year in which the Optionee’s Termination of Employment occurs, no portion of the Option which is unvested at the Optionee’s Termination of Employment shall thereafter become vested.

Commencement of Exercisability. (a) Subject to Section 3.1(e2.1(d) and Section 3.3 of this Agreement2.3, 5075% of the shares covered by the Option shall become vested and exercisable in five equal and cumulative installments, installments provided that the Optionee remains continuously employed in active service by the Company or one any of its Subsidiaries from the date of grant Grant Date through such date, date as follows: (i) The first installment shall consist of 1015% of the shares of Common Stock covered by such the Option and shall become vested and exercisable on July 21December 31, 200720 ; (ii) The second installment shall consist of 1015% of the shares of Common Stock covered by such the Option and shall become vested and exercisable on July 21December 31, 200820 ; (iii) The third installment shall consist of 1015% of the shares of Common Stock covered by such the Option and shall become vested and exercisable on July 21December 31, 200920 ; (iv) The fourth installment shall consist of 1015% of the shares of Common Stock covered by such the Option and shall become vested and exercisable on July 21December 31, 201020 ; and (v) The fifth installment shall consist of 1015% of the shares of Common Stock covered by such the Option and shall become vested and exercisable on July 21December 31, 201120 . (b) Subject to Section 3.1(e2.1(d) and Section 3.32.3, 5025% of the shares covered by the Option shall become vested and exercisable in five equal and cumulative installments provided that the Optionee remains continuously employed in active service by the Company or any of its Subsidiaries from the Grant Date through the applicable date of determination as to whether the respective EBITDA Targets or Cumulative EBITDA Targets have been met as follows: (i) An installment consisting of up to 2.55% of the shares of Common Stock covered by the Option shall become vested on, and exercisable on a date on or within 120 90 days following, March following December 31 of each fiscal calendar year 2007 20 through 201120 if, in each case as determined by of such date, the Committee in its sole discretion has determined that the EBITDA as follows: (A) with respect to the fiscal year ending March 31, 2007, if the Debt Repayment for of such fiscal year December 31 equals or exceeds the Debt Repayment applicable EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (B) with respect to the fiscal year ending March 31, 2008: (1) if the Debt Repayment for such fiscal year equals or exceeds 95%, but is less than 100%, of the Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Debt Repayment for such fiscal year equals or exceeds the Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if the Debt Repayment for any such fiscal year equals or exceeds 90%, but is less than 95%, of the Debt Repayment Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Debt Repayment for any such fiscal year equals or exceeds 95%, but is less than 100%, of the Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if the Debt Repayment for any such fiscal year equals or exceeds the Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (ii) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 through 2011 as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if the Cumulative Debt Repayment for such fiscal year equals or exceeds the Cumulative Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (B) with respect to the fiscal year ending March 31, 2008: (1) if the Cumulative Debt Repayment for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Cumulative Debt Repayment for such fiscal year equals or exceeds the Cumulative Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if the Cumulative Debt Repayment for such fiscal year equals or exceeds 90%, but is less than 95%, of the Cumulative Debt Repayment Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Cumulative Debt Repayment for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if the Cumulative Debt Repayment for such fiscal year equals or exceeds the Cumulative Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (iii) If the Cumulative Debt Repayment EBITDA as of the end of any fiscal calendar year 2007 20 through 2011 20 is less than the Cumulative Debt Repayment applicable EBITDA Target through the end of with respect to such fiscal year, that portion of the Option that was subject to accelerated vesting and exercisability pursuant to Section 3.1(b)(i2.1(b)(i) and 3.1(b)(ii), but which did not become vested pursuant to Sections 3.1(b)(i)(A), (B) or (C) or 3.1(b)(ii)(A), (B) or (C), with respect to such fiscal year, subject to Sections 3.2 and 3.4, year shall become vestedvested and exercisable on a date on or within 90 days following the first December 31 thereafter if, as determined by the Committee, on, or within 120 days followingof such date, the last day Committee has determined that (A) the EBITDA as of the first fiscal year in which the Cumulative Debt Repayment such December 31 equals or exceeds the Cumulative Debt Repayment Target for such fiscal year. (iv) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 through 2011 as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if EBITDA for such fiscal year equals or exceeds the applicable EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; year and (B) with respect to the fiscal year ending March 31, 2008: (1) if EBITDA for such fiscal year equals or exceeds 95%, but is less than 100%, of the EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if EBITDA for such fiscal year equals or exceeds the EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if EBITDA for any such fiscal year equals or exceeds 90%, but is less than 95%, of the EBITDA Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if EBITDA for any such fiscal year equals or exceeds 95%, but is less than 100%, of the EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if EBITDA for any such fiscal year equals or exceeds the EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (v) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 through 2011 as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if Cumulative EBITDA for such fiscal year equals or exceeds the Cumulative EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (B) with respect to the fiscal year ending March 31, 2008: (1) if Cumulative EBITDA for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if Cumulative EBITDA for such fiscal year equals or exceeds the Cumulative EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if Cumulative EBITDA for such fiscal year equals or exceeds 90%, but is less than 95%, of the Cumulative EBITDA Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if Cumulative EBITDA for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if Cumulative EBITDA for such fiscal year equals or exceeds the Cumulative EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (vi) if Cumulative EBITDA as of the end of any fiscal year 2007 through 2011 is less than the Cumulative EBITDA Target through the end of such fiscal year, that portion of the Option that was subject to accelerated vesting pursuant to Sections 3.1(b)(iv) and 3.1(b)(v), but which did not become vested pursuant to Sections 3.1(b)(iv)(A), (B) or (C) or 3.1(b)(v)(A), (B) or (C), with respect to such fiscal year, subject to Sections 3.2 and 3.4, shall become vested, as determined by the Committee, on, or within 120 days following, the last day of the first fiscal year in which Cumulative EBITDA equals or exceeds the applicable Cumulative EBITDA Target for through such fiscal yearDecember 31. (c) Notwithstanding the foregoing provisions of this Section 3.1, but subject to Section 3.1(e), upon the occurrence of the first Liquidity Event, the following shall immediately prior to the effective date of such Liquidity Event become vested in full: (i) that portion of the Option that remains eligible to become vested pursuant to Section 3.1(a); (ii) at the election and sole discretion of the Committee, that portion of the Option that has not, as of such Liquidity Event, become eligible to become vested pursuant to Sections 3.1(b)(i), 3.1(b)(ii), 3.1(b)(iv) or 3.1(b)(v); (iii) that portion of the Option that remains eligible to become vested pursuant to Section 3.1(b), but only if the Principal Stockholder(s) CAGR as of the Liquidity Event equals or exceeds 25%. (d) The Committee shall make the determination as to whether the respective Debt Repayment, Cumulative Debt Repayment, EBITDA, EBITDA Targets and Cumulative EBITDA Targets have been met, and shall determine the extent, if any, to which the Option as has become vestedvested and exercisable, on any such date as the Committee in its sole discretion shall determine; provided, however, that that, with respect to each fiscal year calendar year, such date shall not be later than the 120th 90th day following March December 31 of such fiscal calendar year. (d) The Shares covered by the Option shall become vested and exercisable in the event of termination of service without Cause within the twelve (12)-month period immediately following a Change in Control. (e) Except with respect to The Administrator in its sole discretion may accelerate the vesting and/or exercisability of any portion of the Option that as does not otherwise become vested or exercisable pursuant to Section 2.1. Notwithstanding anything to the contrary in this Agreement, any portion of the Option that has not become vested or exercisable pursuant to Section 2.1 on or prior to the date of the Optionee’s Termination termination of Employment is eligible to vest pursuant to Section 3.1(b) for the fiscal year preceding the fiscal year in which the Optionee’s Termination of Employment occurs, no portion of the Option which is unvested at the Optionee’s Termination of Employment service as a Service Provider shall be forfeited and shall not thereafter become vestedvested or exercisable.

Commencement of Exercisability. (a) Subject to Section 3.1(esubsections (e) and (f) and Section 3.3 of this Agreement3.3, 5025% of the Option shall become vested exercisable in five equal and cumulative installmentsinstallments as follows: (i) The first installment shall consist of five percent of the shares covered by such Option and shall become exercisable on December 31, 2000; (ii) The second installment shall consist of five percent of the shares covered by such Option and shall become exercisable on December 31, 2001; (iii) The third installment shall consist of five percent of the shares covered by such Option and shall become exercisable on December 31, 2002; (iv) The fourth installment shall consist of five percent of the shares covered by such Option and shall become exercisable on December 31, 2003; (v) The fifth installment shall consist of five percent of the shares covered by such Option and shall become exercisable on December 31, 2004. (b) Subject to subsections (e) and (f) and Section 3.3, 75% of the Option shall become exercisable in full on the day immediately preceding the tenth anniversary of the date of grant provided that the Optionee remains continuously employed in active service by the Company or one of its Subsidiaries from the date of grant through such date. (c) Notwithstanding Section 3.1(b), as follows:but subject to subsections (e) and (f) Section 3.3, (i) The first An installment shall consist consisting of 10% of the shares of Common Stock covered by such Option and shall become vested on July 21, 2007; (ii) The second installment shall consist of 10% of the shares of Common Stock covered by such Option and shall become vested on July 21, 2008; (iii) The third installment shall consist of 10% of the shares of Common Stock covered by such Option and shall become vested on July 21, 2009; (iv) The fourth installment shall consist of 10% of the shares of Common Stock covered by such Option and shall become vested on July 21, 2010; and (v) The fifth installment shall consist of 10% of the shares of Common Stock covered by such Option and shall become vested on July 21, 2011. (b) Subject to Section 3.1(e) and Section 3.3, 50% of the Option shall become vested as follows: (i) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of exercisable on the Determination Date for each fiscal year 2007 2000 through 2011, in each case as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, 2004 if the Debt Repayment Cash Flow for such fiscal year equals or exceeds the Debt Repayment Cash Flow Target for such fiscal year. (ii) If any installment subject to accelerated exercisability pursuant to Section 3.1(c)(i) fails to become exercisable in accordance therewith, then 2.5% of the shares of Common Stock covered by the Option such installment shall become vested; (B) with respect to exercisable on the Determination Date following for the first fiscal year ending March on or prior to December 31, 2008: 2005 as of which (1A) if the Debt Repayment for such fiscal year equals or exceeds 95%, but is less than 100%, of the Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Debt Repayment Cash Flow for such fiscal year equals or exceeds the Debt Repayment Cash Flow Target for such fiscal year, then 2.5% and (B) the Cumulative Cash Flow as of the shares last day of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if the Debt Repayment for any such fiscal year equals or exceeds 90%, but is less than 95%, of the Debt Repayment Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Debt Repayment for any such fiscal year equals or exceeds 95%, but is less than 100%, of the Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if the Debt Repayment for any such fiscal year equals or exceeds the Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (ii) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 through 2011 as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if the Cumulative Debt Repayment for such fiscal year equals or exceeds the Cumulative Debt Repayment Cash Flow Target for such fiscal yeardate. (d) Notwithstanding Section 3.1(b), then 2.5but subject to subsection (f) and Section 3.3, an installment consisting of 25% of the shares of Common Stock covered by the Option shall become vested; (B) with respect to the fiscal year ending March 31, 2008: (1) if the Cumulative Debt Repayment for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Cumulative Debt Repayment for such fiscal year equals or exceeds the Cumulative Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if the Cumulative Debt Repayment for such fiscal year equals or exceeds 90%, but is less than 95%, of the Cumulative Debt Repayment Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Cumulative Debt Repayment for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if the Cumulative Debt Repayment for such fiscal year equals or exceeds the Cumulative Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (iii) If the Cumulative Debt Repayment as of the end of any fiscal year 2007 through 2011 is less than the Cumulative Debt Repayment Target through the end of such fiscal year, that portion of the Option that was subject to accelerated vesting pursuant to Section 3.1(b)(i) and 3.1(b)(ii), but which did not become vested pursuant to Sections 3.1(b)(i)(A), (B) or (C) or 3.1(b)(ii)(A), (B) or (C), with respect to such fiscal year, subject to Sections 3.2 and 3.4, shall become vested, as determined by the Committee, on, or within 120 days following, the last day of the first fiscal year in which the Cumulative Debt Repayment equals or exceeds the Cumulative Debt Repayment Target for such fiscal year. (iv) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 through 2011 as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if EBITDA for such fiscal year equals or exceeds the EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (B) with respect to the fiscal year ending March 31, 2008: (1) if EBITDA for such fiscal year equals or exceeds 95%, but is less than 100%, of the EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if EBITDA for such fiscal year equals or exceeds the EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if EBITDA for any such fiscal year equals or exceeds 90%, but is less than 95%, of the EBITDA Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if EBITDA for any such fiscal year equals or exceeds 95%, but is less than 100%, of the EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if EBITDA for any such fiscal year equals or exceeds the EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (v) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 through 2011 as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if Cumulative EBITDA for such fiscal year equals or exceeds the Cumulative EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (B) with respect to the fiscal year ending March 31, 2008: (1) if Cumulative EBITDA for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if Cumulative EBITDA for such fiscal year equals or exceeds the Cumulative EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if Cumulative EBITDA for such fiscal year equals or exceeds 90%, but is less than 95%, of the Cumulative EBITDA Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if Cumulative EBITDA for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if Cumulative EBITDA for such fiscal year equals or exceeds the Cumulative EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (vi) if Cumulative EBITDA as of the end of any fiscal year 2007 through 2011 is less than the Cumulative EBITDA Target through the end of such fiscal year, that portion of the Option that was subject to accelerated vesting pursuant to Sections 3.1(b)(iv) and 3.1(b)(v), but which did not become vested pursuant to Sections 3.1(b)(iv)(A), (B) or (C) or 3.1(b)(v)(A), (B) or (C), with respect to such fiscal year, subject to Sections 3.2 and 3.4, shall become vested, as determined by the Committee, on, or within 120 days following, the last day of the first fiscal year in which Cumulative EBITDA equals or exceeds the Cumulative EBITDA Target for such fiscal year. (c) Notwithstanding the foregoing provisions of this Section 3.1, but subject to Section 3.1(e), exercisable upon the occurrence of the first Liquidity Event, Event as of which the following shall immediately prior to the effective date of such Liquidity Event become vested in full:Investor Return equals or exceeds 30%. (ie) Notwithstanding the foregoing, but subject to subsection (f) and Section 3.3., that portion, if any, of the 75% of the Option subject to vesting under subsections (a) and (c) that has not then become exercisable or expired, shall become exercisable in full as of the occurrence of the first Liquidity Event. (f) No portion of the Option that remains eligible to which is unexercisable at Termination of Employment shall thereafter become vested pursuant to Section 3.1(a); (ii) at the election and sole discretion of the Committee, that portion of the Option that has not, as of such Liquidity Event, become eligible to become vested pursuant to Sections 3.1(b)(i), 3.1(b)(ii), 3.1(b)(iv) or 3.1(b)(v); (iii) that portion of the Option that remains eligible to become vested pursuant to Section 3.1(b), but only if the Principal Stockholder(s) CAGR as of the Liquidity Event equals or exceeds 25%exercisable. (dg) The Committee shall make the determination as to whether the respective Debt Repayment, Cumulative Debt Repayment, EBITDA, Cash Flow Targets and Cumulative EBITDA Cash Flow Targets have been metmet with respect to any fiscal year, and shall determine the extent, if any, to which the Option as has become vested, on any exercisable no later that the Determination Date for such date as the Committee in its sole discretion shall determine; provided, however, that with respect to each fiscal year such date shall not be later than the 120th day following March 31 of such fiscal year. (e) Except with respect to any portion of the Option that as of the Optionee’s Termination of Employment is eligible to vest pursuant to Section 3.1(b) for the fiscal year preceding the fiscal year in which the Optionee’s Termination of Employment occurs, no portion of the Option which is unvested at the Optionee’s Termination of Employment shall thereafter become vested.

Commencement of Exercisability. (a) Subject to Section 3.1(esubsections (f) and (h) and Section 3.3 of this Agreement3.3, 5025% of the Option shall become vested exercisable in five equal and cumulative installments, installments provided that the Optionee remains continuously employed in active service by the Company or one of its Subsidiaries from the Hire Date through the applicable date of grant through such date, as follows: (i) The first installment shall consist of 105% of the shares of Common Stock covered by such the Option and shall become vested exercisable on July 21, 2007the first anniversary of the Hire Date; (ii) The second installment shall consist of 105% of the shares of Common Stock covered by such the Option and shall become vested exercisable on July 21, 2008the second anniversary of the Hire Date; (iii) The third installment shall consist of 105% of the shares of Common Stock covered by such the Option and shall become vested exercisable on July 21, 2009the third anniversary of the Hire Date; (iv) The fourth installment shall consist of 105% of the shares of Common Stock covered by such the Option and shall become vested exercisable on July 21, 2010the fourth anniversary of the Hire Date; and. (v) The fifth installment shall consist of 105% of the shares of Common Stock covered by such the Option and shall become vested exercisable on July 21, 2011the fifth anniversary of the Hire Date. (b) Subject to Section 3.1(esubsections (c), (d), (e), (f), and (h) and Section 3.3, 5075% of the shares subject to the Option shall become vested as followsfully exercisable on the day immediately preceding the eighth anniversary of the Grant Date provided that the Optionee remains continuously employed in active service by the Company from the Grant Date through such date. (c) Notwithstanding subsection (b) but subject to subsections (f) and (h) and Section 3.3: (i) An installment consisting of up to 2.55% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 exercisable on the Determination Date for each of each fiscal year the years 2007 through 2011, in each case as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if the Debt Repayment EBITDA for such fiscal the immediately preceding calendar year equals or exceeds the Debt Repayment EBITDA Target for such fiscal preceding year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (B) with respect to the fiscal year ending March 31, 2008: (1) if the Debt Repayment for such fiscal year equals or exceeds 95%, but is less than 100%, of the Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Debt Repayment for such fiscal year equals or exceeds the Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if the Debt Repayment for any such fiscal year equals or exceeds 90%, but is less than 95%, of the Debt Repayment Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Debt Repayment for any such fiscal year equals or exceeds 95%, but is less than 100%, of the Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if the Debt Repayment for any such fiscal year equals or exceeds the Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (ii) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 through 2011 as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if the Cumulative Debt Repayment for such fiscal year equals or exceeds the Cumulative Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (B) with respect to the fiscal year ending March 31, 2008: (1) if the Cumulative Debt Repayment for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Cumulative Debt Repayment for such fiscal year equals or exceeds the Cumulative Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if the Cumulative Debt Repayment for such fiscal year equals or exceeds 90%, but is less than 95%, of the Cumulative Debt Repayment Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Cumulative Debt Repayment for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if the Cumulative Debt Repayment for such fiscal year equals or exceeds the Cumulative Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (iii) If the Cumulative Debt Repayment as of the end of EBITDA for any fiscal calendar year 2007 2006 through 2011 2010 is less than the Cumulative Debt Repayment EBITDA Target through the end of with respect to such fiscal yearyear (“EBITDA Missed Year”), that portion of the Option that was subject to accelerated vesting exercisability pursuant to Section 3.1(b)(i3.1(c)(i) and 3.1(b)(ii), but which did not become vested pursuant to Sections 3.1(b)(i)(A), (B) or (C) or 3.1(b)(ii)(A), (B) or (C), with respect to such fiscal year, subject to Sections 3.2 and 3.4, year shall become vested, as determined by exercisable on the Committee, on, or within 120 days following, the last day of Determination Date immediately following the first fiscal year in December 31 after the EBITDA Missed Year as of which the Cumulative Debt Repayment equals or exceeds the Cumulative Debt Repayment Target for such fiscal year. (iv) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 through 2011 as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal EBITDA for the calendar year ending March 31, 2007, if EBITDA for on such fiscal year December 31 equals or exceeds the EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; year and (B) with respect to the fiscal year ending March 31, 2008: (1) if EBITDA for such fiscal year equals or exceeds 95%, but is less than 100%, of the EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if EBITDA for such fiscal year equals or exceeds the EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if EBITDA for any such fiscal year equals or exceeds 90%, but is less than 95%, of the EBITDA Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if EBITDA for any such fiscal year equals or exceeds 95%, but is less than 100%, of the EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if EBITDA for any such fiscal year equals or exceeds the EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (v) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 through 2011 as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if Cumulative EBITDA for such fiscal year equals or exceeds the Cumulative EBITDA Target for through such fiscal year, then 2.5December 31. (d) Notwithstanding subsection (b) but subject to subsections (f) and (h) and Section 3.3: (i) An installment consisting of 5% of the shares of Common Stock covered by the Option shall become vested; (B) with respect to exercisable on the fiscal year ending March 31, 2008: (1) if Cumulative EBITDA Determination Date for such fiscal year equals or exceeds 95%, but is less than 100%, each of the Cumulative EBITDA Target years 2007 through 2011, if the Free Cash-Flow for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if Cumulative EBITDA for such fiscal immediately preceding calendar year equals or exceeds the Cumulative EBITDA Free Cash-Flow Target for such fiscal preceding year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if Cumulative EBITDA for such fiscal year equals or exceeds 90%, but is less than 95%, of the Cumulative EBITDA Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if Cumulative EBITDA for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if Cumulative EBITDA for such fiscal year equals or exceeds the Cumulative EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (viii) if Cumulative EBITDA If the Free Cash-Flow as of the end of any fiscal calendar year 2007 2006 through 2011 2010 is less than the Cumulative EBITDA Free Cash-Flow Target through the end of with respect to such fiscal yearyear (“Free Cash-Flow Missed Year”), that portion of the Option that was subject to accelerated vesting exercisability pursuant to Sections 3.1(b)(ivSection 3.1(d)(i) and 3.1(b)(v), but which did not become vested pursuant to Sections 3.1(b)(iv)(A), (B) or (C) or 3.1(b)(v)(A), (B) or (C), with respect to such fiscal year, year shall become exercisable on the Determination Date immediately following the first December 31 after the Free Cash-Flow Missed Year as of which (A) the Free Cash-Flow for the calendar year ending such December 31 equals or exceeds the Free Cash-Flow Target for such year and (B) the Cumulative Free Cash-Flow equals or exceeds the Cumulative Free Cash-Flow Target through such December 31. (e) Notwithstanding subsection (b) but subject to Sections 3.2 subsections (f) and 3.4, (h) and Section 3.3: (i) An installment consisting of 5% of the shares covered by the Option shall become vestedexercisable on the Determination Date for each of the years 2007 through 2011, if Revenue for the immediately preceding calendar year equals or exceeds the Revenue Target for such preceding year. (ii) If Revenue as determined of the end of any calendar year 2006 through 2010 is less than the Revenue Target with respect to such year (“Revenue Missed Year”), that portion of the Option that was subject to accelerated exercisability pursuant to Section 3.1(e)(i) with respect to such year shall become exercisable on the Determination Date immediately following the first December 31 after the Revenue Missed Year as of which (A) Revenue for the calendar year ending on such December 31 equals or exceeds the Revenue Target for such year and (B) the Revenue equals or exceeds the Cumulative Revenue Target through such December 31. (f) Notwithstanding subsections (a), (b), (c), (d) and (e), but subject to subsection (h) and Section 3.3, in the event of any Change in Control to occur following the Closing Date and not related to the transaction contemplated by the Committee, on, or within 120 days followingAgreement of Merger, the last day Company shall use its reasonable best efforts to require the Person (or related group of Persons) that directly or indirectly acquires beneficial ownership of a number of the first fiscal Company’s securities sufficient to constitute a Change in Control (the “Purchaser”) to assume the Option (or to replace the Option with another option or award with substantially comparable economic value). In the event that the Purchaser does not assume or replace the Option: (i) an installment consisting of 100% of the portion of the Option that remains eligible to become exercisable under Sections 3.1(a) hereof shall become exercisable in full; (ii) an installment consisting of 100% of the shares subject to accelerated vesting under Sections 3.1(c) hereof shall become exercisable in full if, for the calendar year ending immediately prior to the year in which the Change in Control occurs, (A) the Cumulative EBITDA equals or exceeds the Cumulative EBITDA Target for such fiscal year. (c) Notwithstanding the foregoing provisions of this Section 3.1, but subject to Section 3.1(e), upon the occurrence as of the first Liquidity Event, the following shall immediately prior to the effective date end of such Liquidity Event become vested in full: year and (iB) that portion of the Option that remains eligible to become vested pursuant to Section 3.1(a); (ii) at EBITDA equals or exceeds the election and sole discretion of the Committee, that portion of the Option that has not, as of EBITDA Target such Liquidity Event, become eligible to become vested pursuant to Sections 3.1(b)(i), 3.1(b)(ii), 3.1(b)(iv) or 3.1(b)(v)preceding year; (iii) that portion an installment consisting of 100% of the Option that remains eligible shares subject to accelerated vesting under Sections 3.1(d) hereof shall become vested pursuant exercisable in full if, for the calendar year ending immediately prior to Section 3.1(b)the year in which the Change in Control occurs, but only if the Principal Stockholder(s) CAGR Cumulative Free Cash-Flow equals or exceeds the Cumulative Free Cash-Flow Target as of the Liquidity Event end of such year; and (iv) an installment consisting of 100% of the shares subject to accelerated vesting under Sections 3.1(e) hereof shall become exercisable in full if, for the calendar year ending immediately prior to the year in which the Change in Control occurs, (A) the Cumulative Revenue equals or exceeds 25%the Cumulative Revenue Target as of the end of such year and (B) Revenue equals or exceeds the Revenue Target such preceding year. (dg) The Committee shall make the determination as to whether the respective Debt RepaymentFree Cash-Flow, Cumulative Debt RepaymentFree Cash-Flow, EBITDA, Cumulative EBITDA, Revenue and Cumulative EBITDA Revenue Targets have been met, and shall determine the extent, if any, to which the Option as has become vestedexercisable, on any such date (the “Determination Date”) as the Committee in its sole discretion shall determine; provided, however, that with respect to each fiscal calendar year such date shall not be later than 30 days following the 120th day following March 31 completion of the Company’s final audited financial statement for such fiscal year. Any such determination on the part of the Committee shall be conclusive and binding on the parties for all purposes. For each calendar year, EBITDA, Free Cash-Flow, Revenue, Cumulative EBITDA, Cumulative Free Cash-Flow and Cumulative Revenue shall be determined and approved by the Committee in its sole discretion for purposes herein. (eh) Except with respect Subject to any portion of the Option that as of the Optionee’s Termination of Employment is eligible to vest pursuant to Section 3.1(b) for the fiscal year preceding the fiscal year in which the Optionee’s Termination of Employment occurssubsection (i), no portion of the Option which is unvested unexercisable at Termination of Employment shall thereafter become exercisable. (i) Notwithstanding anything herein to the contrary, in the event of the Optionee’s Termination of Employment by the Company for any reason other than for Cause after December 31st of a calendar year but prior to the Determination Date for such year, such terminated Optionee shall thereafter be treated as having remained employed through such Determination Date solely for purposes of exercising any portion of the Option which would thereupon have become vestedexercisable. Any portion of the Option which is exercisable at Optionee’s actual Termination of Employment, shall only be exercisable through the date determined pursuant to Section 3.3.

Commencement of Exercisability. (a) Subject to Section 3.1(e) and Section 3.3 of this Agreement, 50% seventy percent (70%) of the Option granted pursuant to this Agreement, shall become vested in five three (3) cumulative installments, provided that the Optionee remains continuously employed in active service by a director of the Company or one of its Subsidiaries from the date of grant through such date, as follows: (i) The first installment shall consist of 10% of the shares of Common Stock covered by such Option and shall become vested on July 21October 29, 20072010; (ii) The second installment shall consist of 10% of the shares of Common Stock covered by such Option and shall become vested on July 21October 29, 20082011; (iii) The third final installment shall consist of 10% of the shares of Common Stock covered by such Option and shall become vested on July 21October 29, 2009; (iv) The fourth installment shall consist of 10% of the shares of Common Stock covered by such Option and shall become vested on July 21, 2010; and (v) The fifth installment shall consist of 10% of the shares of Common Stock covered by such Option and shall become vested on July 21, 20112012. (b) Subject to Section 3.1(e) and Section 3.33.3 of this Agreement, 50% thirty percent (30%) of the Option granted pursuant to this Agreement, shall become vested as follows: (i) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 2010 through 20112012, in each case as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if the Debt Repayment for such fiscal year equals or exceeds the Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (B) with respect to the fiscal year ending March 31, 2008: (1) if the Debt Repayment for such fiscal year equals or exceeds 95%, but is less than 100%, of the Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Debt Repayment for such fiscal year equals or exceeds the Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if the Debt Repayment for any such fiscal year equals or exceeds 90%, but is less than 95%, of the Debt Repayment Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2B) if the Debt Repayment for any such fiscal year equals or exceeds 95%, but is less than 100%, of the Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3C) if the Debt Repayment for any such fiscal year equals or exceeds the Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (ii) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 2010 through 2011 2012 as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if the Cumulative Debt Repayment for any such fiscal year equals or exceeds 90%, but is less than 95%, of the Cumulative Debt Repayment Target for such fiscal year, then 2.51.25% of the shares of Common Stock covered by the Option shall become vested;; or (B) with respect to the fiscal year ending March 31, 2008: (1) if the Cumulative Debt Repayment for any such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2C) if the Cumulative Debt Repayment for such fiscal year equals or exceeds the Cumulative Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if the Cumulative Debt Repayment for such fiscal year equals or exceeds 90%, but is less than 95%, of the Cumulative Debt Repayment Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Cumulative Debt Repayment for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if the Cumulative Debt Repayment for any such fiscal year equals or exceeds the Cumulative Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (iii) If the Cumulative Debt Repayment as of the end of any fiscal year 2007 2010 through 2011 2012 is less than the Cumulative Debt Repayment Target through the end of such fiscal year, that portion of the Option that was subject to accelerated vesting pursuant to Section 3.1(b)(i) and 3.1(b)(ii), but which did not become vested pursuant to Sections 3.1(b)(i)(A), (B) or (C) or 3.1(b)(ii)(A), (B) or (C), with respect to such fiscal year, subject to Sections 3.2 and 3.4, shall become vested, as determined by the Committee, on, or within 120 days following, the last day of the first fiscal year in which the Cumulative Debt Repayment equals or exceeds the Cumulative Debt Repayment Target for such fiscal year. (iv) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 2010 through 2011 2012 as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if EBITDA for such fiscal year equals or exceeds the EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (B) with respect to the fiscal year ending March 31, 2008: (1) if EBITDA for such fiscal year equals or exceeds 95%, but is less than 100%, of the EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if EBITDA for such fiscal year equals or exceeds the EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if EBITDA for any such fiscal year equals or exceeds 90%, but is less than 95%, of the EBITDA Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2B) if EBITDA for any such fiscal year equals or exceeds 95%, but is less than 100%, of the EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3C) if EBITDA for any such fiscal year equals or exceeds the EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (v) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 2010 through 2011 2012 as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if Cumulative EBITDA for any such fiscal year equals or exceeds 90%, but is less than 95%, of the Cumulative EBITDA Target for such fiscal year, then 2.51.25% of the shares of Common Stock covered by the Option shall become vested;; or (B) with respect to the fiscal year ending March 31, 2008: (1) if Cumulative EBITDA for any such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2C) if Cumulative EBITDA for such fiscal year equals or exceeds the Cumulative EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if Cumulative EBITDA for such fiscal year equals or exceeds 90%, but is less than 95%, of the Cumulative EBITDA Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if Cumulative EBITDA for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if Cumulative EBITDA for any such fiscal year equals or exceeds the Cumulative EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (vi) if Cumulative EBITDA as of the end of any fiscal year 2007 2010 through 2011 2012 is less than the Cumulative EBITDA Target through the end of such fiscal year, that portion of the Option that was subject to accelerated vesting pursuant to Sections 3.1(b)(iv) and 3.1(b)(v), but which did not become vested pursuant to Sections 3.1(b)(iv)(A), (B) or (C) or 3.1(b)(v)(A), (B) or (C), with respect to such fiscal year, subject to Sections 3.2 and 3.4, shall become vested, as determined by the Committee, on, or within 120 days following, the last day of the first fiscal year in which Cumulative EBITDA equals or exceeds the Cumulative EBITDA Target for such fiscal year. (c) Notwithstanding the foregoing provisions of this Section 3.1, but subject to Section 3.1(e), upon the occurrence of the first Liquidity Event, the following shall immediately prior to the effective date of such Liquidity Event become vested in full: (i) that portion of the Option that remains eligible to become vested pursuant to Section 3.1(a); (ii) at the election and sole discretion of the Committee, that portion of the Option that has not, as of such Liquidity Event, become eligible to become vested pursuant to Sections 3.1(b)(i), 3.1(b)(ii), 3.1(b)(iv) or 3.1(b)(v); (iii) that portion of the Option that remains eligible to become vested pursuant to Section 3.1(b), but only if the Principal Stockholder(s) CAGR as of the Liquidity Event equals or exceeds 25%. (d) The Committee shall make the determination as to whether the respective Debt Repayment, Cumulative Debt Repayment, EBITDA, and Cumulative EBITDA Targets have been met, and shall determine the extent, if any, to which the Option as become vested, on any such date as the Committee in its sole discretion shall determine; provided, however, that with respect to each fiscal year such date shall not be later than the 120th day following March 31 of such fiscal year. (e) Except with respect to any portion of the Option that as of the Optionee’s Termination of Employment Directorship is eligible to vest pursuant to Section 3.1(b) for the fiscal year preceding the fiscal year in which the Optionee’s Termination of Employment Directorship occurs, no portion of the Option which is unvested at the Optionee’s Termination of Employment Directorship shall thereafter become vested.

Commencement of Exercisability. (a) Subject to Section 3.1(e) and Section 3.3 of this Agreement, 50% of the Option shall become vested in five cumulative installments, provided that the Optionee remains continuously employed by or in active service by to the Company or one of its Subsidiaries from the date of grant through such date, as follows: (i) The first installment shall consist of 10% of the shares of Common Stock covered by such Option and shall become vested on July 21February 7, 20072008; (ii) The second installment shall consist of 10% of the shares of Common Stock covered by such Option and shall become vested on July 21February 7, 20082009; (iii) The third installment shall consist of 10% of the shares of Common Stock covered by such Option and shall become vested on July 21February 7, 20092010; (iv) The fourth installment shall consist of 10% of the shares of Common Stock covered by such Option and shall become vested on July 21February 7, 20102011; and (v) The fifth installment shall consist of 10% of the shares of Common Stock covered by such Option and shall become vested on July 21February 7, 20112012. (b) Subject to Section 3.1(e) and Section 3.3, 50% of the Option shall become vested as follows: (i) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 2008 through 20112012, in each case as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 20072008, if the Debt Repayment for such fiscal year equals or exceeds the Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (B) with respect to the fiscal year ending March 31, 20082009: (1) if the Debt Repayment for such fiscal year equals or exceeds 95%, but is less than 100%, of the Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Debt Repayment for such fiscal year equals or exceeds the Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 20092010, 2010 2011 and 20112012: (1) if the Debt Repayment for any such fiscal year equals or exceeds 90%, but is less than 95%, of the Debt Repayment Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Debt Repayment for any such fiscal year equals or exceeds 95%, but is less than 100%, of the Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if the Debt Repayment for any such fiscal year equals or exceeds the Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (ii) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 2008 through 2011 2012 as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 20072008, if the Cumulative Debt Repayment for such fiscal year equals or exceeds the Cumulative Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (B) with respect to the fiscal year ending March 31, 20082009: (1) if the Cumulative Debt Repayment for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Cumulative Debt Repayment for such fiscal year equals or exceeds the Cumulative Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 20092010, 2010 2011 and 20112012: (1) if the Cumulative Debt Repayment for such fiscal year equals or exceeds 90%, but is less than 95%, of the Cumulative Debt Repayment Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Cumulative Debt Repayment for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if the Cumulative Debt Repayment for such fiscal year equals or exceeds the Cumulative Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (iii) If the Cumulative Debt Repayment as of the end of any fiscal year 2007 2008 through 2011 2012 is less than the Cumulative Debt Repayment Target through the end of such fiscal year, that portion of the Option that was subject to accelerated vesting pursuant to Section 3.1(b)(i) and 3.1(b)(ii), but which did not become vested pursuant to Sections 3.1(b)(i)(A), (B) or (C) or 3.1(b)(ii)(A), (B) or (C), with respect to such fiscal year, subject to Sections 3.2 and 3.4, shall become vested, as determined by the Committee, on, or within 120 days following, the last day of the first fiscal year in which the Cumulative Debt Repayment equals or exceeds the Cumulative Debt Repayment Target for such fiscal year. (iv) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 through 2011 as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if EBITDA for such fiscal year equals or exceeds the EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (B) with respect to the fiscal year ending March 31, 2008: (1) if EBITDA for such fiscal year equals or exceeds 95%, but is less than 100%, of the EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if EBITDA for such fiscal year equals or exceeds the EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if EBITDA for any such fiscal year equals or exceeds 90%, but is less than 95%, of the EBITDA Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if EBITDA for any such fiscal year equals or exceeds 95%, but is less than 100%, of the EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if EBITDA for any such fiscal year equals or exceeds the EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (v) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 through 2011 as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if Cumulative EBITDA for such fiscal year equals or exceeds the Cumulative EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (B) with respect to the fiscal year ending March 31, 2008: (1) if Cumulative EBITDA for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if Cumulative EBITDA for such fiscal year equals or exceeds the Cumulative EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if Cumulative EBITDA for such fiscal year equals or exceeds 90%, but is less than 95%, of the Cumulative EBITDA Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if Cumulative EBITDA for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if Cumulative EBITDA for such fiscal year equals or exceeds the Cumulative EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (vi) if Cumulative EBITDA as of the end of any fiscal year 2007 through 2011 is less than the Cumulative EBITDA Target through the end of such fiscal year, that portion of the Option that was subject to accelerated vesting pursuant to Sections 3.1(b)(iv) and 3.1(b)(v), but which did not become vested pursuant to Sections 3.1(b)(iv)(A), (B) or (C) or 3.1(b)(v)(A), (B) or (C), with respect to such fiscal year, subject to Sections 3.2 and 3.4, shall become vested, as determined by the Committee, on, or within 120 days following, the last day of the first fiscal year in which Cumulative EBITDA equals or exceeds the Cumulative EBITDA Target for such fiscal year. (c) Notwithstanding the foregoing provisions of this Section 3.1, but subject to Section 3.1(e), upon the occurrence of the first Liquidity Event, the following shall immediately prior to the effective date of such Liquidity Event become vested in full: (i) that portion of the Option that remains eligible to become vested pursuant to Section 3.1(a); (ii) at the election and sole discretion of the Committee, that portion of the Option that has not, as of such Liquidity Event, become eligible to become vested pursuant to Sections 3.1(b)(i), 3.1(b)(ii), 3.1(b)(iv) or 3.1(b)(v); (iii) that portion of the Option that remains eligible to become vested pursuant to Section 3.1(b), but only if the Principal Stockholder(s) CAGR as of the Liquidity Event equals or exceeds 25%. (d) The Committee shall make the determination as to whether the respective Debt Repayment, Cumulative Debt Repayment, EBITDA, and Cumulative EBITDA Targets have been met, and shall determine the extent, if any, to which the Option as become vested, on any such date as the Committee in its sole discretion shall determine; provided, however, that with respect to each fiscal year such date shall not be later than the 120th day following March 31 of such fiscal year. (e) Except with respect to any portion of the Option that as of the Optionee’s Termination of Employment is eligible to vest pursuant to Section 3.1(b) for the fiscal year preceding the fiscal year in which the Optionee’s Termination of Employment occurs, no portion of the Option which is unvested at the Optionee’s Termination of Employment shall thereafter become vested.

Commencement of Exercisability. (a) Subject to Section 3.1(esubsection (e) and Section 3.3 of this Agreement3.3, 50% of the Option shall become vested exercisable in five four equal and cumulative installments, installments provided that the Optionee remains continuously employed in active service by the Company or one of its Subsidiaries from the date of grant Grant Date through such date, date as follows: (i) The first installment shall consist of 1012.5% of the shares of Common Stock covered by such the Option and shall become vested exercisable on July 21December 31, 20072005; (ii) The second installment shall consist of 1012.5% of the shares of Common Stock covered by such the Option and shall become vested exercisable on July 21December 31, 20082006; (iii) The third installment shall consist of 1012.5% of the shares of Common Stock covered by such the Option and shall become vested exercisable on July 21December 31, 2009;2007; and. (iv) The fourth installment shall consist of 1012.5% of the shares of Common Stock covered by such the Option and shall become vested exercisable on July 21December 31, 2010; and (v) The fifth installment shall consist of 10% of the shares of Common Stock covered by such Option and shall become vested on July 21, 20112008. (b) Subject to Section 3.1(esubsections (c) and (e) and Section 3.3, 50% of the shares subject to the Option shall become vested as followsfully exercisable on the eighth anniversary of the Grant Date provided that the Optionee remains continuously employed in active service by the Company from the Grant Date through such date. (c) Notwithstanding subsection (b) but subject to subsections (e) and (f) and Section 3.3: (i) An installment consisting of up to 2.510% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March exercisable on December 31 of each fiscal calendar year 2007 2005 through 2011, in each case as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, 2009 if the Debt Repayment for EBITDA as of such fiscal year December 31 equals or exceeds the Debt Repayment applicable EBITDA Target for such fiscal year, then 2.5% year and the Return on Invested Capital Threshold for such year is met; provided that such installment shall not be exercisable until the EBITDA and Return on Invested Capital as of the shares of Common Stock covered by the Option shall become vested; (B) with respect to the fiscal year ending March such December 31, 2008: have been determined (1) if the Debt Repayment for in all events to occur not more than 80 days following such fiscal year equals or exceeds 95%, but is less than 100%, of the Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Debt Repayment for such fiscal year equals or exceeds the Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March December 31, 2009, 2010 and 2011: (1) if the Debt Repayment for any such fiscal year equals or exceeds 90%, but is less than 95%, of the Debt Repayment Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Debt Repayment for any such fiscal year equals or exceeds 95%, but is less than 100%, of the Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if the Debt Repayment for any such fiscal year equals or exceeds the Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested). (ii) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 through 2011 as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if the Cumulative Debt Repayment for such fiscal year equals or exceeds the Cumulative Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (B) with respect to the fiscal year ending March 31, 2008: (1) if the Cumulative Debt Repayment for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Cumulative Debt Repayment for such fiscal year equals or exceeds the Cumulative Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if the Cumulative Debt Repayment for such fiscal year equals or exceeds 90%, but is less than 95%, of the Cumulative Debt Repayment Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Cumulative Debt Repayment for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if the Cumulative Debt Repayment for such fiscal year equals or exceeds the Cumulative Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (iii) If the Cumulative Debt Repayment EBITDA as of the end of any fiscal calendar year 2007 2005 through 2011 2008 is less than the Cumulative Debt Repayment applicable EBITDA Target through the end of with respect to such fiscal yearyear (any such year a “Missed Year”), that portion of the Option that was subject to accelerated vesting exercisability pursuant to Section 3.1(b)(i) and 3.1(b)(ii), but which did not become vested pursuant to Sections 3.1(b)(i)(A), (B) or (C) or 3.1(b)(ii)(A), (B) or (C), with respect to such fiscal year, subject to Sections 3.2 and 3.4, shall become vested, as determined by the Committee, on, or within 120 days following, the last day of the first fiscal year in which the Cumulative Debt Repayment equals or exceeds the Cumulative Debt Repayment Target for such fiscal year. (iv) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 through 2011 as determined by the Committee in its sole discretion as follows: (A3.1(c)(i) with respect to the fiscal Missed Year (and which did not become exercisable with respect to such Missed Year) shall become exercisable on December 31 of the calendar year ending March 31immediately following the Missed Year, 2007, if provided that the EBITDA for as of such fiscal year immediately following December 31 equals or exceeds the applicable EBITDA Target for the calendar year immediately following the Missed Year; provided that such fiscal year, then 2.5% of the shares of Common Stock covered by the Option installment shall become vested; (B) with respect to the fiscal year ending March 31, 2008: (1) if EBITDA for such fiscal year equals or exceeds 95%, but is less than 100%, of not be exercisable until the EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if EBITDA for such fiscal year equals or exceeds the EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if EBITDA for any such fiscal year equals or exceeds 90%, but is less than 95%, of the EBITDA Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if EBITDA for any such fiscal year equals or exceeds 95%, but is less than 100%, of the EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if EBITDA for any such fiscal year equals or exceeds the EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (v) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 through 2011 as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if Cumulative EBITDA for such fiscal year equals or exceeds the Cumulative EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (B) with respect to the fiscal year ending March 31, 2008: (1) if Cumulative EBITDA for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if Cumulative EBITDA for such fiscal year equals or exceeds the Cumulative EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if Cumulative EBITDA for such fiscal year equals or exceeds 90%, but is less than 95%, of the Cumulative EBITDA Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if Cumulative EBITDA for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if Cumulative EBITDA for such fiscal year equals or exceeds the Cumulative EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (vi) if Cumulative EBITDA as of the end of any fiscal year 2007 through 2011 is less than the Cumulative EBITDA Target through the end of such fiscal year, that portion of the Option that was subject to accelerated vesting pursuant to Sections 3.1(b)(iv) and 3.1(b)(v), but which did not become vested pursuant to Sections 3.1(b)(iv)(A), (B) or (C) or 3.1(b)(v)(A), (B) or (C), with respect to such fiscal year, subject to Sections 3.2 and 3.4, shall become vested, as determined by the Committee, on, or within 120 days following, the last day of the first fiscal year in which Cumulative EBITDA equals or exceeds the Cumulative EBITDA Target for such fiscal year. (c) Notwithstanding the foregoing provisions of this Section 3.1, but subject to Section 3.1(e), upon the occurrence of the first Liquidity Event, the following shall immediately prior to the effective date of such Liquidity Event become vested in full: (i) that portion of the Option that remains eligible to become vested pursuant to Section 3.1(a); (ii) at the election and sole discretion of the Committee, that portion of the Option that has not, Return on Invested Capital as of such Liquidity EventDecember 31, become eligible have been determined (in all events to become vested pursuant to Sections 3.1(b)(ioccur not more than 80 days following such December 31), 3.1(b)(ii), 3.1(b)(iv) or 3.1(b)(v); (iii) that portion of the Option that remains eligible to become vested pursuant to Section 3.1(b), but only if the Principal Stockholder(s) CAGR as of the Liquidity Event equals or exceeds 25%. (d) The Committee shall make the determination as to whether the respective Debt Repayment, Cumulative Debt Repayment, EBITDA, and Cumulative EBITDA Targets have been met, and shall determine the extent, if any, to which the Option as has become vestedexercisable, on any such date after the applicable date of determination as the Committee in its sole discretion shall determine; provided, however, that with respect to each fiscal calendar year such date shall not be later than the 120th 80th day following March December 31 of such fiscal yearcalendar year and shall provide prompt written notice to the Optionee of such determination. (e) Except with respect Notwithstanding the foregoing provisions of this Section 3.1, but subject to Section 3.3, (i) any portion of the Option described in Section 3.1(a) that has not theretofore become vested and exercisable shall become fully vested and exercisable immediately prior to the effective date of a Change in Control and (ii) the Option shall become vested and exercisable with respect to all shares that, as of the Optionee’s Termination date of Employment is a Change in Control (A) are eligible to vest become vested pursuant to Section 3.1(c)(i) above and (B) if the Change in Control occurs following July 1 of any year and the Committee determines in good faith that absent such Change in Control the applicable EBITDA Target would be met with respect to such year, are eligible to become vested pursuant to Section 3.1(c)(ii) above (but the Option shall not become vested with respect to any shares that are eligible to become vested only upon the eighth anniversary of the date of grant pursuant to Section 3.1(b) for the fiscal year preceding the fiscal year in which the Optionee’s Termination of Employment occurs, no above). (f) No portion of the Option which is unvested unexercisable at the Optionee’s Termination of Employment shall thereafter become vestedexercisable.

Commencement of Exercisability. (a) Subject to Section 3.1(e) and Section 3.3 of this Agreement, 50% seventy percent (70%) of the Option granted pursuant to this Agreement, shall become vested in five three (3) cumulative installments, provided that the Optionee remains continuously employed by or in active service by to the Company or one of its Subsidiaries from the date of grant through such date, as follows: (i) The first installment shall consist of 10% of the shares of Common Stock covered by such Option and shall become vested on July 21October 29, 20072010; (ii) The second installment shall consist of 10% of the shares of Common Stock covered by such Option and shall become vested on July 21October 29, 20082011; (iii) The third final installment shall consist of 10% of the shares of Common Stock covered by such Option and shall become vested on July 21October 29, 2009; (iv) The fourth installment shall consist of 10% of the shares of Common Stock covered by such Option and shall become vested on July 21, 2010; and (v) The fifth installment shall consist of 10% of the shares of Common Stock covered by such Option and shall become vested on July 21, 20112012. (b) Subject to Section 3.1(e) and Section 3.33.3 of this Agreement, 50% thirty percent (30%) of the Option granted pursuant to this Agreement, shall become vested as follows: (i) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 2010 through 20112012, in each case as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if the Debt Repayment for such fiscal year equals or exceeds the Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (B) with respect to the fiscal year ending March 31, 2008: (1) if the Debt Repayment for such fiscal year equals or exceeds 95%, but is less than 100%, of the Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Debt Repayment for such fiscal year equals or exceeds the Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if the Debt Repayment for any such fiscal year equals or exceeds 90%, but is less than 95%, of the Debt Repayment Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2B) if the Debt Repayment for any such fiscal year equals or exceeds 95%, but is less than 100%, of the Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3C) if the Debt Repayment for any such fiscal year equals or exceeds the Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (ii) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 2010 through 2011 2012 as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if the Cumulative Debt Repayment for any such fiscal year equals or exceeds 90%, but is less than 95%, of the Cumulative Debt Repayment Target for such fiscal year, then 2.51.25% of the shares of Common Stock covered by the Option shall become vested;; or (B) with respect to the fiscal year ending March 31, 2008: (1) if the Cumulative Debt Repayment for any such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2C) if the Cumulative Debt Repayment for such fiscal year equals or exceeds the Cumulative Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if the Cumulative Debt Repayment for such fiscal year equals or exceeds 90%, but is less than 95%, of the Cumulative Debt Repayment Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Cumulative Debt Repayment for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if the Cumulative Debt Repayment for any such fiscal year equals or exceeds the Cumulative Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (iii) If the Cumulative Debt Repayment as of the end of any fiscal year 2007 2010 through 2011 2012 is less than the Cumulative Debt Repayment Target through the end of such fiscal year, that portion of the Option that was subject to accelerated vesting pursuant to Section 3.1(b)(i) and 3.1(b)(ii), but which did not become vested pursuant to Sections 3.1(b)(i)(A), (B) or (C) or 3.1(b)(ii)(A), (B) or (C), with respect to such fiscal year, subject to Sections 3.2 and 3.4, shall become vested, as determined by the Committee, on, or within 120 days following, the last day of the first fiscal year in which the Cumulative Debt Repayment equals or exceeds the Cumulative Debt Repayment Target for such fiscal year. (iv) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 2010 through 2011 2012 as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if EBITDA for such fiscal year equals or exceeds the EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (B) with respect to the fiscal year ending March 31, 2008: (1) if EBITDA for such fiscal year equals or exceeds 95%, but is less than 100%, of the EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if EBITDA for such fiscal year equals or exceeds the EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if EBITDA for any such fiscal year equals or exceeds 90%, but is less than 95%, of the EBITDA Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2B) if EBITDA for any such fiscal year equals or exceeds 95%, but is less than 100%, of the EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3C) if EBITDA for any such fiscal year equals or exceeds the EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (v) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 2010 through 2011 2012 as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if Cumulative EBITDA for any such fiscal year equals or exceeds 90%, but is less than 95%, of the Cumulative EBITDA Target for such fiscal year, then 2.51.25% of the shares of Common Stock covered by the Option shall become vested;; or (B) with respect to the fiscal year ending March 31, 2008: (1) if Cumulative EBITDA for any such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2C) if Cumulative EBITDA for such fiscal year equals or exceeds the Cumulative EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if Cumulative EBITDA for such fiscal year equals or exceeds 90%, but is less than 95%, of the Cumulative EBITDA Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if Cumulative EBITDA for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if Cumulative EBITDA for any such fiscal year equals or exceeds the Cumulative EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (vi) if Cumulative EBITDA as of the end of any fiscal year 2007 2010 through 2011 2012 is less than the Cumulative EBITDA Target through the end of such fiscal year, that portion of the Option that was subject to accelerated vesting pursuant to Sections 3.1(b)(iv) and 3.1(b)(v), but which did not become vested pursuant to Sections 3.1(b)(iv)(A), (B) or (C) or 3.1(b)(v)(A), (B) or (C), with respect to such fiscal year, subject to Sections 3.2 and 3.4, shall become vested, as determined by the Committee, on, or within 120 days following, the last day of the first fiscal year in which Cumulative EBITDA equals or exceeds the Cumulative EBITDA Target for such fiscal year. (c) Notwithstanding the foregoing provisions of this Section 3.1, but subject to Section 3.1(e), upon the occurrence of the first Liquidity Event, the following shall immediately prior to the effective date of such Liquidity Event become vested in full: (i) that portion of the Option that remains eligible to become vested pursuant to Section 3.1(a); (ii) at the election and sole discretion of the Committee, that portion of the Option that has not, as of such Liquidity Event, become eligible to become vested pursuant to Sections 3.1(b)(i), 3.1(b)(ii), 3.1(b)(iv) or 3.1(b)(v); (iii) that portion of the Option that remains eligible to become vested pursuant to Section 3.1(b), but only if the Principal Stockholder(s) CAGR as of the Liquidity Event equals or exceeds 25%. (d) The Committee shall make the determination as to whether the respective Debt Repayment, Cumulative Debt Repayment, EBITDA, and Cumulative EBITDA Targets have been met, and shall determine the extent, if any, to which the Option as become vested, on any such date as the Committee in its sole discretion shall determine; provided, however, that with respect to each fiscal year such date shall not be later than the 120th day following March 31 of such fiscal year. (e) Except with respect to any portion of the Option that as of the Optionee’s Termination of Employment Service is eligible to vest pursuant to Section 3.1(b) for the fiscal year preceding the fiscal year in which the Optionee’s Termination of Employment Service occurs, no portion of the Option which is unvested at the Optionee’s Termination of Employment Service shall thereafter become vested.

Commencement of Exercisability. (a) Subject to Section 3.1(e3.1(f) and Section 3.3 of this Agreement, 50% of the Option shall become vested in five cumulative installments, installments provided that the Optionee Consulting Agreement remains continuously employed in active service by the Company or one of its Subsidiaries effect from the date of grant through such date, date as follows: (i) The first installment shall consist of 10% of the shares of Common Stock covered by such Option and shall become vested on July 21, 2007; (ii) The second installment shall consist of 10% of the shares of Common Stock covered by such Option and shall become vested on July 21, 2008; (iii) The third installment shall consist of 10% of the shares of Common Stock covered by such Option and shall become vested on July 21, 2009; (iv) The fourth installment shall consist of 10% of the shares of Common Stock covered by such Option and shall become vested on July 21, 2010; and (v) The fifth installment shall consist of 10% of the shares of Common Stock covered by such Option and shall become vested on July 21, 2011. (b) Subject to Section 3.1(e3.1(f) and Section 3.3, 50% of the Option shall become fully vested as follows: (i) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 through 2011, in each case as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if the Debt Repayment for such fiscal year equals or exceeds the Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (B) with respect to the fiscal year ending March 31, 2008: (1) if the Debt Repayment for such fiscal year equals or exceeds 95%, but is less than 100%, of the Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Debt Repayment for such fiscal year equals or exceeds the Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if the Debt Repayment for any such fiscal year equals or exceeds 90%, but is less than 95%, of the Debt Repayment Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Debt Repayment for any such fiscal year equals or exceeds 95%, but is less than 100%, of the Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if the Debt Repayment for any such fiscal year equals or exceeds the Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (ii) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 through 2011 as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if the Cumulative Debt Repayment for such fiscal year equals or exceeds the Cumulative Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (B) with respect to the fiscal year ending March 31, 2008: (1) if the Cumulative Debt Repayment for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Cumulative Debt Repayment for such fiscal year equals or exceeds the Cumulative Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if the Cumulative Debt Repayment for such fiscal year equals or exceeds 90%, but is less than 95%, of the Cumulative Debt Repayment Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Cumulative Debt Repayment for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if the Cumulative Debt Repayment for such fiscal year equals or exceeds the Cumulative Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (iii) If the Cumulative Debt Repayment as of the end of any fiscal year 2007 through 2011 is less than the Cumulative Debt Repayment Target through the end of such fiscal year, that portion of the Option that was subject to accelerated vesting pursuant to Section 3.1(b)(i) and 3.1(b)(ii), but which did not become vested pursuant to Sections 3.1(b)(i)(A), (B) or (C) or 3.1(b)(ii)(A), (B) or (C), with respect to such fiscal year, subject to Sections Section 3.2 and 3.4, shall become vested, as determined by the Committee, on, or within 120 days following, the last day of the first fiscal year in which the Cumulative Debt Repayment equals or exceeds the Cumulative Debt Repayment Target for such fiscal year. (iv) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 through 2011 as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if EBITDA for such fiscal year equals or exceeds the EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (B) with respect to the fiscal year ending March 31, 2008: (1) if EBITDA for such fiscal year equals or exceeds 95%, but is less than 100%, of the EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if EBITDA for such fiscal year equals or exceeds the EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if EBITDA for any such fiscal year equals or exceeds 90%, but is less than 95%, of the EBITDA Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if EBITDA for any such fiscal year equals or exceeds 95%, but is less than 100%, of the EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if EBITDA for any such fiscal year equals or exceeds the EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (v) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 through 2011 as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if Cumulative EBITDA for such fiscal year equals or exceeds the Cumulative EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (B) with respect to the fiscal year ending March 31, 2008: (1) if Cumulative EBITDA for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if Cumulative EBITDA for such fiscal year equals or exceeds the Cumulative EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if Cumulative EBITDA for such fiscal year equals or exceeds 90%, but is less than 95%, of the Cumulative EBITDA Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if Cumulative EBITDA for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if Cumulative EBITDA for such fiscal year equals or exceeds the Cumulative EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (vi) if Cumulative EBITDA as of the end of any fiscal year 2007 through 2011 is less than the Cumulative EBITDA Target through the end of such fiscal year, that portion of the Option that was subject to accelerated vesting pursuant to Sections 3.1(b)(iv) and 3.1(b)(v), but which did not become vested pursuant to Sections 3.1(b)(iv)(A), (B) or (C) or 3.1(b)(v)(A), (B) or (C), with respect to such fiscal year, subject to Sections 3.2 and 3.4, shall become vested, as determined by the Committee, on, or within 120 days following, the last day of the first fiscal year in which Cumulative EBITDA equals or exceeds the Cumulative EBITDA Target for such fiscal year. (c) Notwithstanding the foregoing provisions of this Section 3.1, but subject to Section 3.1(e3.1(f), upon the occurrence of the first Liquidity Event, the following shall immediately prior to the effective date of such Liquidity Event become vested in full: (i) that portion of the Option that remains eligible to become vested pursuant to Section 3.1(a); (ii) at the election and sole discretion of the Committee, that portion of the Option that has not, as of such Liquidity Event, become eligible to become vested pursuant to Sections 3.1(b)(i), 3.1(b)(ii), 3.1(b)(iv) or 3.1(b)(v); (iii) that portion of the Option that remains eligible to become vested pursuant to Section 3.1(b), but only if the Principal Stockholder(s) CAGR as of the Liquidity Event equals or exceeds 25%. (d) The Committee shall make the determination as to whether the respective Debt Repayment, Cumulative Debt Repayment, EBITDA, and Cumulative EBITDA Targets have been met, and shall determine the extent, if any, to which the Option as become vested, on any such date as the Committee in its sole discretion shall determine; provided, however, that with respect to each fiscal year such date shall not be later than the 120th day following March 31 of such fiscal year. (e) Except Notwithstanding anything to the contrary in Section 3.3, if the Consulting Agreement is terminated (i) by the Optionee for Good Reason or (ii) by the Company or any of its Subsidiaries without Cause and not as a result of the failure of the Optionee substantially to satisfy reasonable performance standards (taking into account macroeconomic factors affecting the Company), the Option shall become fully exercisable as of the termination of the Consulting Agreement. (f) After giving effect to Section 3.1(e) and except with respect to any portion of the Option that as of the Optionee’s Termination termination of Employment the Consulting Agreement is eligible to vest pursuant to Section 3.1(b) for the fiscal year preceding the fiscal year in which the Optionee’s Termination of Employment such termination occurs, no portion of the Option which is unvested at upon the Optionee’s Termination termination of Employment the Consulting Agreement for any reason shall thereafter become vested.

Commencement of Exercisability. Subject to Section 3.3, (a) Subject to Section 3.1(e) and Section 3.3 of this Agreement, 5030% of the Option shall become vested exercisable in five equal and cumulative installments, provided that the Optionee remains continuously employed in active service by the Company or one of its Subsidiaries from the date of grant through such date, installments as follows: (i) The first installment shall consist of 10% six percent of the shares of Common Stock covered by such Option and shall become vested exercisable on July 21December 31, 20071996; (ii) The second installment shall consist of 10% six percent of the shares of Common Stock covered by such Option and shall become vested exercisable on July 21December 31, 20081997; (iii) The third installment shall consist of 10% six percent of the shares of Common Stock covered by such Option and shall become vested exercisable on July 21December 31, 20091998; (iv) The fourth installment shall consist of 10% six percent of the shares of Common Stock covered by such Option and shall become vested exercisable on July 21December 31, 20101999; and (v) The fifth installment shall consist of 10% six percent of the shares of Common Stock covered by such Option and shall become vested exercisable on July 21December 31, 20112000. (b) Subject to Section 3.1(e) and Section 3.3, 50% of the Option shall become vested as follows: (i) An installment consisting of up to 2.57% of the shares of Common Stock covered by the Option shall be eligible to become vested on, or exercisable within 120 90 days following, March following the December 31 of each fiscal year 2007 1996 through 2011, 2000 and shall in each case as determined by fact become exercisable if (i) the Committee in its sole discretion as follows: (A) with respect to Cash Flow for Debt Amortization for the fiscal year ending March 31, 2007, if the Debt Repayment for on such fiscal year December 31 equals or exceeds 50% of the Cash Flow for Debt Repayment Amortization Target for such fiscal year, then 2.5% of and (ii) the shares of Common Stock covered by the Option shall become vested; (B) with respect to Cumulative Cash Flow for Debt Amortization for the fiscal year ending March 31, 2008: (1) if the Debt Repayment for on such fiscal year equals or exceeds 95%, but is less than 100%, of the Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Debt Repayment for such fiscal year equals or exceeds the Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if the Debt Repayment for any such fiscal year equals or exceeds 90%, but is less than 95%, of the Debt Repayment Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Debt Repayment for any such fiscal year equals or exceeds 95%, but is less than 100%, of the Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if the Debt Repayment for any such fiscal year equals or exceeds the Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (ii) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March December 31 of each fiscal year 2007 through 2011 as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if the Cumulative Debt Repayment for such fiscal year equals or exceeds the Cumulative Cash Flow for Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (B) with respect to the fiscal year ending March 31, 2008: (1) if the Cumulative Debt Repayment for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Cumulative Debt Repayment for such fiscal year equals or exceeds the Cumulative Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if the Cumulative Debt Repayment for such fiscal year equals or exceeds 90%, but is less than 95%, of the Cumulative Debt Repayment Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if the Cumulative Debt Repayment for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative Debt Repayment Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if the Cumulative Debt Repayment for such fiscal year equals or exceeds the Cumulative Debt Repayment Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (iii) If the Cumulative Debt Repayment as of the end of any fiscal year 2007 through 2011 is less than the Cumulative Debt Repayment Target through the end of such fiscal year, that portion of the Option that was subject to accelerated vesting pursuant to Section 3.1(b)(i) and 3.1(b)(ii), but which did not become vested pursuant to Sections 3.1(b)(i)(A), (B) or (C) or 3.1(b)(ii)(A), (B) or (C), with respect to such fiscal year, subject to Sections 3.2 and 3.4, shall become vested, as determined by the Committee, on, or within 120 days following, the last day of the first fiscal year in which the Cumulative Debt Repayment equals or exceeds the Cumulative Debt Repayment Amortization Target for such fiscal year. (ivii) An installment of up to 2.5If the Cash Flow for Debt Amortization for any fiscal year is at least 75% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 through 2011 as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if EBITDA Cash Flow for Debt Amortization Target for such fiscal year equals or exceeds but the EBITDA Cumulative Cash Flow for Debt Amortization for such fiscal year is less than the Cumulative Cash Flow for Debt Amortization Target for such fiscal year, then 2.5the portion of the Option that did not become exercisable pursuant to the provisions of Sections 3.1(b)(i) on the date first eligible shall become exercisable within 90 days of the first December 31 thereafter as of which the Cumulative Cash Flow for Debt Amortization equals or exceeds the Cumulative Cash Flow for Debt Amortization Target, provided that no portion of the Option shall become exercisable after [March 31/April 30, 2001]. (iii) Any installment which does not become exercisable pursuant to Section 3.1(b)(i) and which is not eligible to become exercisable pursuant to Section 3.1(b)(ii) shall be cancelled and expire as of the first date on which such installment was eligible to become exercisable. (i) An installment consisting of 7% of the shares of Common Stock covered by the Option shall be eligible to become vested; exercisable within 90 days following the December 31 of each year 1996 through 2000 and shall in fact become exercisable if (Bi) with respect to the EBITDA for the fiscal year ending March 31, 2008: (1) if EBITDA for on such fiscal year December 31 equals or exceeds 95%, but is less than 100%, 50% of the EBITDA Target for such fiscal year, then 1.875% of and (ii) the shares of Common Stock covered by the Option shall become vested; or (2) if Cumulative EBITDA for such fiscal year equals or exceeds the EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if EBITDA for any such fiscal year equals or exceeds 90%, but is less than 95%, of the EBITDA Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if EBITDA for any such fiscal year equals or exceeds 95%, but is less than 100%, of the EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if EBITDA for any such fiscal year equals or exceeds the EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (v) An installment of up to 2.5% of the shares of Common Stock covered by the Option shall become vested on, or within 120 days following, March 31 of each fiscal year 2007 through 2011 as determined by the Committee in its sole discretion as follows: (A) with respect to the fiscal year ending March 31, 2007, if Cumulative EBITDA for on such fiscal year equals or exceeds the Cumulative EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (B) with respect to the fiscal year ending March 31, 2008: (1) if Cumulative EBITDA for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (2) if Cumulative EBITDA for such fiscal year equals or exceeds the Cumulative EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested; (C) with respect to each fiscal year ending March 31, 2009, 2010 and 2011: (1) if Cumulative EBITDA for such fiscal year equals or exceeds 90%, but is less than 95%, of the Cumulative EBITDA Target for such fiscal year, then 1.25% of the shares of Common Stock covered by the Option shall become vested; or (2) if Cumulative EBITDA for such fiscal year equals or exceeds 95%, but is less than 100%, of the Cumulative EBITDA Target for such fiscal year, then 1.875% of the shares of Common Stock covered by the Option shall become vested; or (3) if Cumulative EBITDA for such fiscal year equals or exceeds the Cumulative EBITDA Target for such fiscal year, then 2.5% of the shares of Common Stock covered by the Option shall become vested. (vi) if Cumulative EBITDA as of the end of any fiscal year 2007 through 2011 is less than the Cumulative EBITDA Target through the end of such fiscal year, that portion of the Option that was subject to accelerated vesting pursuant to Sections 3.1(b)(iv) and 3.1(b)(v), but which did not become vested pursuant to Sections 3.1(b)(iv)(A), (B) or (C) or 3.1(b)(v)(A), (B) or (C), with respect to such fiscal year, subject to Sections 3.2 and 3.4, shall become vested, as determined by the Committee, on, or within 120 days following, the last day of the first fiscal year in which Cumulative EBITDA December 31 equals or exceeds the Cumulative EBITDA Target for such fiscal year. (cii) Notwithstanding If the foregoing provisions of this Section 3.1, but subject to Section 3.1(e), upon the occurrence EBITDA for any fiscal year is at least 75% of the first Liquidity EventEBITDA Target for such fiscal year but the Cumulative EBITDA for such fiscal year is less than the Cumulative EBITDA Target for such fiscal year, the following shall immediately prior to the effective date of such Liquidity Event become vested in full: (i) that portion of the Option that remains eligible to did not become vested exercisable pursuant to Section 3.1(a); (iithe provisions of Sections 3.1(c)(i) at on the election and sole discretion date first eligible shall become exercisable within 90 days of the Committeefirst December 31 thereafter as of which the Cumulative EBITDA equals or exceeds the Cumulative EBITDA Target, provided that no portion of the Option that has notshall become exercisable after [March 31/April 30, as of such Liquidity Event, become eligible to become vested pursuant to Sections 3.1(b)(i), 3.1(b)(ii), 3.1(b)(iv) or 3.1(b)(v);2001]. (iii) that portion of the Option that remains Any installment which does not become exercisable pursuant to Section 3.1(c)(i) and which is not eligible to become vested exercisable pursuant to Section 3.1(b), but only if the Principal Stockholder(s3.1(c)(ii) CAGR shall be cancelled and expire as of the Liquidity Event equals or exceeds 25%first date on which such installment was eligible to become exercisable. (d) The Within 90 days of each December 31, the Committee shall make the determination as to certify whether the respective Cash Flow for Debt RepaymentAmortization Targets, Cumulative Cash Flow for Debt RepaymentAmortization Targets, EBITDA, EBITDA Targets and Cumulative EBITDA Targets have been met, and shall determine the extent, if any, extent to which the Option as has become vested, on any such date as the Committee in its sole discretion shall determine; provided, however, that with respect to each fiscal year such date shall not be later than the 120th day following March 31 of such fiscal yearexercisable. (e) Except with respect Any installment that does not become exercisable on or prior to any portion of the Option that as of the Optionee’s Termination of Employment is eligible to vest pursuant to Section 3.1(b[March 31/April 30, 2001] shall thereupon be cancelled and expire. (f) for the fiscal year preceding the fiscal year in which the Optionee’s Termination of Employment occurs, no No portion of the Option which is unvested unexercisable at the Optionee’s Termination of Employment shall thereafter become vestedexercisable.