Common use of Commencement of Exercisability Clause in Contracts

Commencement of Exercisability. (a) Except as otherwise provided in Section 3.1(b), (c) or (d) below, so long as the Optionee continues to be employed by the Company or any other Service Recipient, the Option shall become vested and exercisable with respect to 25% of the Shares subject to such Option on each of the first four (4) anniversaries of the Grant Date (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting Date. (b) Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) a termination of the Optionee’s employment by reason of the Optionee’s Disability, the Option shall become immediately vested and exercisable with respect to 100% of the Shares subject to such unvested Option immediately prior to such event (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (c) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying Termination, the Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to 100% of the Shares subject to such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated or been forfeited) upon such death or Disability. (e) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any Option which is unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above.

Commencement of Exercisability. (a) Except as otherwise provided in Section 3.1(b), (c) or (d) below, so long as the Optionee continues to be employed by the Company or any other Service Recipient, the Option shall become vested and exercisable with respect to 25% of the Shares subject to such Option on each April 1 of the first four (4) anniversaries of fiscal years following the fiscal year in which the Grant Date occurs, as set forth on Schedule A hereto (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting Date. (b) Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) a termination of the Optionee’s employment by reason of the Optionee’s Disability, the Option shall become immediately vested and exercisable with respect to 100% of the Shares subject to such unvested Option immediately prior to such event (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (c) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying Termination, the Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to 100% of the Shares subject to such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated or been forfeited) upon such death or Disability. (e) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any Option which is unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above.

Commencement of Exercisability. (a) Except as otherwise provided in Section 3.1(b), (c) or (d) below, so So long as the Optionee Grantee continues to be employed by the Company or any other Service RecipientCompany, the Option this Award shall become vested and exercisable with respect to 25% of the Shares subject to such Option SARs on each of the first four (4) anniversaries of the Grant Date (each such date, together with any date on which the SARs shall vest pursuant to Section 3.1(b)(1) or Section 3.1(b)(3), a “Vesting Date”). To Except as provided in Section 3.1(b), or as otherwise provided by the extent Committee, no part of this vesting schedule results in Award shall become vested as to any additional SARs as of any date following the vesting termination of fractional sharesGrantee’s employment with the Company for any reason and any SAR, which is (or determined to be) unvested as of the fractional shares Grantee’s termination of employment, shall be combined and be exercisable on the earliest Vesting Dateimmediately expire without payment therefor. (b) Notwithstanding Section 3.1(athe foregoing, any unvested SARs may become vested prior to the applicable Vesting Date, or continue to vest (and not be forfeited) abovefollowing ▇▇▇▇▇▇▇’s termination of employment, upon under the earliest following circumstances: (1) Upon the occurrence of a Change in Control: (iA) In the Optioneeevent the entity surviving the Change in Control (the “Successor”) assumes the Award granted hereby, if the Grantee’s employment with the Successor is terminated without Cause by the Successor, or terminates for Good Reason by the Grantee or on account of Grantee’s death, or (ii) a termination of the Optionee’s employment by reason of the Optionee’s Permanent Disability, the Option shall become immediately vested and exercisable with respect to 100% of the Shares subject to such unvested Option immediately or Retirement prior to such event (but only to the extent such Option has an applicable Vesting Date, all unvested SARs not otherwise terminated, been previously forfeited or shall immediately vest and become exercisable). (c) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying Termination, the Option shall become immediately vested and exercisable on as of the date of such Qualifying Termination with respect termination of employment for the applicable period set forth in Section 3.2; (B) In the event the Successor does not assume the Award granted hereby, all SARs not previously forfeited shall vest (if not already vested) immediately prior to 100% the effective date of the Shares subject to such unvested Option (but only to Change in Control, and shall be cancelled in exchange for the extent such Option has not otherwise terminated, been forfeited or become exercisable).payment described in Section 9(b)(i) of the Plan as of the effective date of the Change in Control; (d2) Notwithstanding Upon the Grantee’s Retirement on or after the first anniversary of the Grant Date, except as otherwise provided by Section 3.1(a3.1(b)(1), any unvested SARs shall immediately thereupon vest and shall not be forfeited, but shall become exercisable only at the time such SARs would have become exercisable in accordance with Section 3(a) aboveor this Section 3(b) had the Grantee remained employed with the Company through each applicable Vesting Date or Grantee’s earlier death or Permanent Disability; for the avoidance of doubt, in the event of the Optionee▇▇▇▇▇▇▇’s Retirement, that portion Retirement prior to such one year anniversary of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period Grant Date, unless otherwise provided in Section 3.1(b)(1)(A), no part of one (1) year following the Optionee’s Retirement date and this Award shall become vested and exercisable all SARs subject to this Award shall immediately expire without payment therefor. (3) In the event of the Grantee’s termination of employment on account of Grantee’s death or Permanent Disability on or after the first anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has Date, all unexercised SARs not otherwise terminated, been previously forfeited or shall vest and become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such portion of the Option shall instead become exercisable immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated or been forfeited) upon such death or Disability. (e) No Option shall become vested or exercisable as to any additional Shares following termination; for the Optioneeavoidance of doubt, in the event of ▇▇▇▇▇▇▇’s termination of employment for any reason, and any Option which is unexercisable as due to death or Permanent Disability prior to such one year anniversary of the Optionee’s termination of employment shall immediately terminate and be forfeited without payment thereforGrant Date, in each case except as unless otherwise provided in Section 3.1(b3.1(b)(1)(A), (c) or (d) aboveno part of this Award shall become vested and all SARs subject to this Award shall immediately expire without payment therefor.

Commencement of Exercisability. (a) Except as otherwise provided in Section 3.1(b), (c) or (d) below, so long as the Optionee continues to be employed by the Company or any other Service Recipient, the The Time Option shall become vested and exercisable with respect to 2520% of the Shares subject to such Time Option on each anniversary of the first four (4) anniversaries Vesting Reference Date. Notwithstanding the foregoing, immediately prior to the consummation of a sale by the Company of the Grant Date (each such datebusiness unit that employs the Optionee, a “Vesting Date”). To as determined by the Board in its sole discretion, to the extent this vesting schedule results in the vesting of fractional sharesnot previously vested, the fractional shares shall be combined and be exercisable on the earliest Vesting Date. (b) Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) a termination of the Optionee’s employment by reason of the Optionee’s Disability, the Time Option shall become immediately vested and exercisable with respect to 10020% of the Shares subject to such unvested Option immediately prior to such event (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable)Time Option. (cb) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying TerminationOn each anniversary of Vesting Reference Date, the Performance Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to 100% for an incremental percentage of the Shares subject to such unvested Option (but only equal to the extent product of 20% and the Achievement Ratio for the year ending on the immediately preceding Determination Date, provided that on each Determination Date in no event shall the total percentage of Shares subject to the Performance Option that are exercisable be greater than the product of (i) 20% and (ii) the number of Determination Dates (including such Option has not otherwise terminated, been forfeited or become exercisable). (dDetermination Date) Notwithstanding Section 3.1(a) aboveas have fallen from and after the Vesting Reference Date. For the avoidance of doubt, in the event of that the Optionee’s RetirementAchievement Ratio is greater than 1.0 for any year, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated or been forfeited) upon such death or Disability. (e) No Performance Option shall become vested exercisable for an incremental percentage of the Shares subject to such Option that did not become exercisable in any preceding year (commencing with immediately preceding year) as a result of the Achievement Ratio for any such preceding year being less than 1.0. For purposes of this Section 3.1 the “Achievement Ratio” for each fiscal year shall be defined in Exhibit A. (c) Notwithstanding the foregoing, no Option or portion thereof shall become exercisable as to any additional Shares following the Optionee’s termination of employment of the Optionee for any reason, reason and any Option which is unexercisable non-exercisable as of the Optionee’s termination of employment shall be immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) abovecancelled.

Commencement of Exercisability. (a) Except as otherwise provided in Section 3.1(b), (c) or (dc) below, so long as the Optionee continues to be employed by the Company or any other Service Recipient, the Option shall become vested and exercisable with respect to 25% of the Shares subject to such Option on each of the first four (4) anniversaries of the Grant Date (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting first anniversary of the Grant Date. (b) Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) a Change in Control, (ii) the Optionee’s death, or (iiiii) a termination of the Optionee’s employment by reason of the Optionee’s Disability, the Option shall become immediately vested and exercisable with respect to 100% of the Shares subject to such unvested Option immediately prior to such event (but only to the extent such Option has not otherwise terminated, been forfeited terminated or become exercisable). (c) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying Termination, the Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to 100% of the Shares subject to such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited terminated or become exercisable); provided, however, that if during such one (1) year period there occurs a Change in Control or the Optionee dies or incurs a Disability, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated or been forfeited) upon such death or Disabilityterminated). (ed) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any Option which is unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited expire without payment therefor, in each case except as otherwise provided in Section 3.1(b), ) or (c) or (d) above.

Commencement of Exercisability. (a) Except as otherwise provided in Section 3.1(b), (c) or (dc) below, so long as the Optionee continues to be employed by the Company or any other Service Recipient, the Option shall become vested and exercisable with respect to 25% of the Shares subject to such Option on each of the first four (4) anniversaries of the Grant Date (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting Date. (b) Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) a Change in Control, (ii) the Optionee’s death, or (iiiii) a termination of the Optionee’s employment by reason of the Optionee’s Disability, the Option shall become immediately vested and exercisable with respect to 100% of the Shares subject to such unvested Option immediately prior to such event (but only to the extent such Option has not otherwise terminated, been forfeited terminated or become exercisable). (c) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying Termination, the Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to 100% of the Shares subject to such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited terminated or become exercisable); provided, however, that if during such one (1) year period there occurs a Change in Control or the Optionee dies or incurs a Disability, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option option has not otherwise terminated or been forfeited) upon such death or Disabilityterminated). (ed) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any Option which is unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited expire without payment therefor, in each case except as otherwise provided in Section 3.1(b), ) or (c) or (d) above.

Commencement of Exercisability. (a) Except as otherwise provided in Section 3.1(b), (c) or (d) below, so long as the Optionee continues to be employed by the Company or any other Service Recipient, the Option shall become vested and exercisable with respect to 25% of the Shares subject to such Option on each April ​ ​ 1 of the first four (4) anniversaries of fiscal years following the fiscal year in which the Grant Date occurs, as set forth on Schedule A hereto (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting Date. (b) Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) a termination of the Optionee’s employment by reason of the Optionee’s DisabilityDisability Termination, the Option shall become immediately vested and exercisable with respect to 100% of the Shares subject to such unvested Option immediately prior to such event (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (c) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying Termination, the Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to 100% of the Shares subject to such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disabilitydies, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated terminated, been forfeited or been forfeitedbecome exercisable) upon such death or Disabilitydeath. (e) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any Option which is unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above.

Commencement of Exercisability. (a) Except as otherwise provided in Section 3.1(b), (c) or (d) below, so So long as the Optionee continues to be employed by an Eligible Individual performing bona fide services to or for the Company or any other Service Recipientthrough the applicable vesting date(s) below (each, a “Vesting Date”), the Option shall become vested and exercisable with respect pursuant to 25% the following schedule: <<Vesting Date 1>> <<Number of the Shares subject to such Option on each Options 1>> <<Vesting Date 2>> <<Number of the first four (4) anniversaries Options 2>> <<Vesting Date 3>> <<Number of the Grant Date (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting Date.Options 3>> (b) Notwithstanding Section 3.1(athe foregoing, if, before the final Vesting Date, but on or within the eighteen (18) abovemonths after a Change in Control, upon the earliest occurrence of (i) Optionee ceases to be an Eligible Individual either because the Optionee’s death, Company or (ii) a termination of its successor terminates the Optionee’s employment by reason of or other service relationship without Cause or the Optionee’s DisabilityOptionee terminates due to Good Reason, the Option shall become immediately vested and exercisable with respect as to 100% of the Shares shares of Common Stock subject to the Option on such unvested Option immediately prior to such event termination date (but only to the extent such Option has not otherwise terminated, been forfeited terminated or become exercisable). (c) Notwithstanding Section 3.1(a) aboveIf, before a Vesting Date, the Optionee ceases to be an Eligible Individual due to the Optionee’s death or Permanent Disability, the Optionee will vest on the Optionee’s termination date in the event number of shares of Common Stock subject to the Option that would have vested had the Optionee experiences a Qualifying Termination, remained employed until the Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to 100% of the Shares subject to such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable)next scheduled Vesting Date. (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such No portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated or been forfeited) upon such death or Disability. (e) No Option shall become vested or exercisable as to any additional Shares shares of Common Stock following the Optionee’s termination of employment for any reasontime the Optionee ceases to be an Eligible Individual, and any portion of the Option which is unexercisable as of the Optionee’s termination cessation of employment service as an Eligible Individual shall immediately terminate and be forfeited expire without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above.

Commencement of Exercisability. (a) Except as otherwise provided in Section 3.1(b), (c), (d) or (de) below, so long as the Optionee continues to be employed by the Company or any other Service Recipient, the Option shall become vested and exercisable with respect to 25% of the Shares subject to such Option on each April 1 of the first four (4) anniversaries of fiscal years following the fiscal year in which the Grant Date occurs, as set forth on Schedule A hereto (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting Date. (b) Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) a termination of the Optionee’s employment by reason of the Optionee’s Disability, the Option shall become immediately vested and exercisable with respect to 100% of the Shares subject to such unvested Option immediately prior to such event (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (c) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying Termination, the Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to 100% of the Shares subject to such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Early Retirement, the Option shall remain outstanding and shall become vested and exercisable on the Vesting Dates provided in Section 3.1(a) (but only to the extent the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that (i) if the Optionee violates any of the Business Protection Provisions following Early Retirement, then any unvested Option shall immediately terminate and be forfeited; or (ii) if the Optionee dies or incurs a Disability following Early Retirement, then any unvested Option shall instead become immediately vested and exercisable (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable) upon such death or Disability; or (iii) if a Change in Control occurs following Early Retirement, then any unvested Option shall instead become immediately vested and exercisable (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable) upon such Change in Control. (e) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Normal Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Normal Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Normal Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Normal Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated terminated, been forfeited or been forfeitedbecome exercisable) upon such death or Disability. (ef) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any Option which is unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c), (d) or (de) above.

Commencement of Exercisability. (a) Except as otherwise provided in Section 3.1(b), (c) or (d) below, so long as That portion of the Optionee continues to be employed by Option constituting the Company or any other Service Recipient, the Original Option shall become vested and exercisable with respect as to 2520% of the Shares shares of Common Stock subject to such the Original Option on each of the first four (4) anniversaries anniversary of the Grant Date (and shall thereafter become exercisable as to an additional 20% of such shares upon each such date, a “Vesting Date”)anniversary thereafter. To Notwithstanding the extent this vesting schedule results in the vesting of fractional sharesforegoing, the fractional Original Option shall become exercisable as to (i) 5,000 of the shares shall of Common Stock subject thereto immediately upon a Special Termination and (ii) 100% of the shares of Common Stock subject thereto immediately upon (x) a Change of Control, (y) the receipt of any notice that the Original Option will be combined and be exercisable on terminated pursuant to Section 3.2(e), or (z) termination of Optionee's employment by reason of (A) death, (B) Permanent Disability, (C) Retirement, (D) by the earliest Vesting DateCorporation or an Affiliate thereof without Cause (except pursuant to a Special Termination by the Corporation or an Affiliate thereof) or (E) by the Optionee for Good Reason. (b) Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) a termination That portion of the Optionee’s employment by reason of Option constituting the Optionee’s Disability, the Performance Option shall become immediately vested exercisable at any time following the second anniversary of the Grant Date, when and if the Performance Criteria are met. Notwithstanding the foregoing, the Performance Option shall become exercisable with respect as to 100% of the Shares shares of Common Stock subject to such unvested the Performance Option immediately prior to such event (but only to on the extent such Option has not otherwise terminated, been forfeited or become exercisable)ninth anniversary of the Grant Date. (c) Notwithstanding Section 3.1(a) above, in In the event Optionee's employment with the Corporation or an Affiliate thereof is terminated (i) by reason of death, Permanent Disability or Retirement, (ii) by the Corporation or an Affiliate thereof without Cause or by the Optionee experiences for Good Reason or (iii) upon a Qualifying Special Termination, the Performance Option shall become immediately vested and fully exercisable on provided that the date of such Qualifying Termination with respect to 100% of the Shares subject to such unvested Option (Performance Criteria shall have been met, but only to the extent such Option has that the Performance Criteria shall not otherwise terminated, have been forfeited or become exercisable). (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated or been forfeited) upon such death or Disability. (e) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any Option which is unexercisable met as of the Optionee’s 's termination of employment employment, the Performance Option shall be immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) abovecancelled.

Commencement of Exercisability. (a) Except as otherwise provided in Section 3.1(b), (c) or (d) below, so So long as the Optionee continues to be employed by an Eligible Individual performing bona fide services to or for the Company or any other Service Recipientthrough the applicable vesting date(s) below (each, a “Vesting Date”), the Option shall become vested and exercisable with respect pursuant to 25% the following schedule: <<Vesting Date 1>> <<Number of the Shares subject to such Option on each Options 1>> <<Vesting Date 2>> <<Number of the first four (4) anniversaries Options 2>> <<Vesting Date 3>> <<Number of the Grant Date (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting Date.Options 3>> (b) Notwithstanding Section 3.1(athe foregoing, if, before the final Vesting Date, but on or within the eighteen (18) abovemonths after a Change in Control, upon the earliest occurrence of (i) Optionee ceases to be an Eligible Individual because the Optionee’s death, Company or (ii) a termination of its successor terminates the Optionee’s employment by reason of the Optionee’s Disabilityor other service relationship without Cause, the Option shall become immediately vested and exercisable with respect as to 100% of the Shares shares of Common Stock subject to the Option on such unvested Option immediately prior to such event termination date (but only to the extent such Option has not otherwise terminated, been forfeited terminated or become exercisable). (c) Notwithstanding Section 3.1(a) aboveIf, before a Vesting Date, the Optionee ceases to be an Eligible Individual due to the Optionee’s death or Permanent Disability, the Optionee will vest on the Optionee’s termination date in the event number of shares of Common Stock subject to the Option that would have vested had the Optionee experiences a Qualifying Termination, remained employed until the Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to 100% of the Shares subject to such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable)next scheduled Vesting Date. (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such No portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated or been forfeited) upon such death or Disability. (e) No Option shall become vested or exercisable as to any additional Shares shares of Common Stock following the Optionee’s termination of employment for any reasontime the Optionee ceases to be an Eligible Individual, and any portion of the Option which is unexercisable as of the Optionee’s termination cessation of employment service as an Eligible Individual shall immediately terminate and be forfeited expire without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above.

Commencement of Exercisability. (a) Except as otherwise provided in Section 3.1(b)Subject to Sections 3.2, (c) or (d) below3.3, so long as the Optionee continues to be employed by the Company or any other Service Recipient5.10 and 5.16 hereof, the Option shall become vested and exercisable with respect to 25% in such amounts and at such times as are set forth in the Grant Notice. In the event of a change in Participant’s employment status wherein there is a reduction in the number of his or her hours per week, the Administrator may amend the vesting schedule of the Shares subject Option, including but not limited to such Option reducing the shares to be vested on each of the first four (4) anniversaries of the Grant Date (each such following vesting date, a “Vesting Date”). To without the extent this vesting schedule results consent of Participant, in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting DateAdministrator’s sole discretion. (b) No portion of the Option which has not become vested and exercisable at the date of Participant’s Termination of Service shall thereafter become vested and exercisable, except as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company and Participant. (c) Notwithstanding Section Sections 3.1(a) abovehereof and the Grant Notice, upon the earliest occurrence of (ibut subject to Section 3.1(b) the Optionee’s deathhereof, or (ii) a termination pursuant to Section 13.2 of the Optionee’s employment by reason of the Optionee’s DisabilityPlan, the Option shall become immediately fully vested and exercisable with respect to 100% all shares of Stock covered thereby in the Shares subject to event of a Change in Control, in connection with which the successor corporation does not assume the Option or substitute an equivalent right for the Option. Should the successor corporation assume the Option or substitute an equivalent right, then no such unvested acceleration shall apply. [In the event the Option immediately prior to such event (but only to is assumed or substituted for an equivalent right, and the extent such Option has not otherwise terminatedsurviving or successor corporation terminates Participant’s employment or service without Cause upon or within 12 months of a Change in Control, been forfeited then the Participant shall be fully vested and exercisable in the assumed or become exercisable).substituted Option.]1 (c) Notwithstanding Section 3.1(a) above1 The bracketed sentence should be used for general employees. If Participant is a consultant, delete the bracketed sentence and replace with the following: “For the avoidance of doubt, in the event the Optionee experiences a Qualifying TerminationOption is assumed or substituted for an equivalent right, and the surviving or successor corporation terminates Participant’s service without Cause, no acceleration shall apply to the Option”. If Participant is an officer, delete the bracketed sentence and replace with the following: “In the event the Option is assumed or substituted for an equivalent right, and (i) the surviving or successor corporation terminates Participant’s employment or service without Cause or (ii) Participant resigns for Good Reason (as defined below) upon or within 18 months of a Change in Control, then Participant shall become immediately be fully vested and exercisable on in the date assumed or substituted Option. For purposes of this Agreement, “Good Reason” shall mean any of the following events which Participant provides written notice to the surviving or successor corporation of within ninety (90) days of such Qualifying Termination with respect to 100% of event having occurred and which is not cured by the Shares subject to surviving or successor corporation within thirty (30) days after such unvested Option (but only written notice thereof is provided to the extent such Option has not otherwise terminatedsurviving or successor corporation by Participant: (i) any reduction of Participant’s base salary or target annual bonus; (ii) any involuntary relocation of Participant’s principal workplace to a location more than thirty five (35) miles in any direction from Participant’s current principal workplace, been forfeited or become exercisable). (diii) Notwithstanding Section 3.1(a) abovea substantial and material adverse change, without Participant’s written consent, in Participant’s title, authority, responsibility or duties; or (iv) any material breach by the event surviving or successor corporation of any provision of this Agreement or any other agreement between the Optionee’s Retirementsurviving or successor corporation and Participant, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only after written notice delivered to the extent surviving or successor corporation of such portion of breach and the Option has not otherwise terminated, been forfeited surviving or become exercisable)successor corporation’s failure to cure such breach; provided, however, that Participant shall not have Good Reason to resign if during such one (1) year period the Optionee dies Participant would retain substantially similar title, authority, duties, base pay and bonus but might have greater or incurs lesser reporting responsibilities. In order to constitute a Disability, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated or been forfeited) upon such death or Disability. (e) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for Good Reason, Participant’s employment must be terminated no later than one hundred eighty (180) days following the initial occurrence of any reason, and any Option which is unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) events set forth above.”

Commencement of Exercisability. (a) Except as otherwise provided in Section 3.1(b), (c) or (d) below, so So long as the Optionee continues to be employed by an Eligible Individual performing bona fide services to or for the Company or any other Service Recipientthrough the applicable vesting date(s) below (each, a “Vesting Date”), the Option shall become vested and exercisable with respect pursuant to 25% the following schedule: Vesting Date Number of the Option Shares subject to such Option on each of the first four (4) anniversaries of the Grant Date (each such datethat become vested: December 31, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional shares2017 __________ December 31, the fractional shares shall be combined and be exercisable on the earliest Vesting Date.2018 __________ December 31, 2019 __________ (b) Notwithstanding Section 3.1(athe foregoing, if, before the final Vesting Date, but on or within the eighteen (18) abovemonths after a Change in Control, upon the earliest occurrence of (i) Optionee ceases to be an Eligible Individual either because the Optionee’s death, Company or (ii) a termination of its successor terminates the Optionee’s employment by reason of or other service relationship without Cause or the Optionee’s Disability, Optionee terminates due to Good Reason the Option shall become immediately vested and exercisable with respect as to 100% of the Shares subject to the Option on such unvested Option immediately prior to such event termination date (but only to the extent such Option has not otherwise terminated, been forfeited terminated or become exercisable). (c) Notwithstanding Section 3.1(a) aboveIf, before a Vesting Date, the Optionee ceases to be an Eligible Individual due to the Optionee’s death or Permanent Disability, the Optionee will vest on the Optionee’s termination date in the event the Optionee experiences a Qualifying Termination, the Option shall become immediately vested and exercisable on the date number of such Qualifying Termination with respect to 100% of the Shares subject to such unvested the Option (but only to that would have vested had the extent such Option has not otherwise terminated, been forfeited or become exercisable)Optionee remained employed until the next scheduled Vesting Date. (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such No portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated or been forfeited) upon such death or Disability. (e) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reasontime the Optionee ceases to be an Eligible Individual, and any portion of the Option which is unexercisable as of the Optionee’s termination cessation of employment service as an Eligible Individual shall immediately terminate and be forfeited expire without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above.

Commencement of Exercisability. (a) Except Subject to Sections 3.1(b), 3.1(c) and 3.3, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice. The number of shares subject to vesting on each vesting date shall be rounded down to the nearest whole number, provided that on the final vesting date all shares that have not been eligible to become vested on any prior vesting date(s) because of the foregoing rounding convention shall be subject to vesting on the final vesting date. (b) Any portion of the Option which remains unvested at the date of Participant’s Termination of Service shall thereupon be forfeited, except as may otherwise be provided herein or by action of the Administrator following the Grant Date. (c) Notwithstanding Sections 3.1(a) and 3.1(b): (i) Unless otherwise provided by the Administrator in accordance with the terms of the Plan (including, without limitation, Section 13.2(b) of the Plan), and except as otherwise provided in Section 3.1(b), (c) or (d) below, so long in the event of a Change in Control, the Company shall, in accordance with Section 13.2(b)(ii) of the Plan, require that the Option be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or that the Option be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the Optionee continues number and kind of shares and prices, and the Option shall continue to be employed eligible to become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice, subject to the foregoing adjustments. (ii) In the event of Participant’s death or Disability, or in the event of Participant’s Termination of Service by the Company without Cause on or any other Service Recipientprior to the consummation of a Change in Control, the Option shall become vested and exercisable with respect to 25% a pro-rata percentage of the Shares subject to such Option (determined on each of the first four (4) anniversaries of the Grant Date (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional shares, the fractional shares shall be combined quarterly basis and be exercisable based on the earliest Vesting Date. (b) Notwithstanding Section 3.1(a) above, upon number of completed quarters that have elapsed from the earliest occurrence most recent vesting date through the date of (i) the Optionee’s death, or (ii) a termination Termination of the Optionee’s employment by reason of the Optionee’s Disability, the Option shall become immediately vested and exercisable with respect to 100% of the Shares subject to such unvested Option immediately prior to such event (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisableService). (ciii) Notwithstanding Section 3.1(a) above, in In the event of Participant’s Termination of Service within six months immediately following a Change in Control (A) by the Optionee experiences a Qualifying Company without Cause or (B) by Participant by reason of an Involuntary Termination, the Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to 100% of the Shares subject to such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable)in full. (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated or been forfeited) upon such death or Disability. (e) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any Option which is unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above.

Commencement of Exercisability. (a) Except as Unless the Option is otherwise provided terminated or the time of its exercisability is accelerated in Section 3.1(b), (c) or (d) below, so long as the Optionee continues to be employed by the Company or any other Service Recipientaccordance with this Agreement, the Option shall become vested and exercisable with respect may be exercised from time to 25% time beginning on the dates indicated to purchase Shares up to the following limits (including any Shares previously purchased pursuant to the Option): (i) Beginning April 1, 2010 – 50,000 Shares; (ii) Beginning April 1, 2011 – an additional 50,000 Shares; (iii) Beginning April 1, 2012 – an additional 50,000 Shares; and (iv) Beginning April 1, 2013 – 100 percent of the Shares subject to such Option on each of the first four (4) anniversaries of the Grant Date (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting DateShares. (b) Notwithstanding Section 3.1(a) above2.1(a), upon the earliest occurrence of (i) the Optionee’s death, or (ii) a termination of the Optioneeif Employee’s employment is terminated by reason of the Optionee’s DisabilityCorporation without Cause or by Employee for Good Reason, the Option shall will become immediately vested and exercisable with respect to 100% of the Shares subject to such unvested Option immediately prior to such event (but only exercisable, to the extent such Option has it is not otherwise terminatedthen exercisable, been forfeited or as to the installment scheduled to become exercisable)exercisable in the calendar year in which termination of Employee’s employment occurs and the installment scheduled to become exercisable in the following calendar year. Acceleration of vesting under this Section 2.1(b) is conditioned upon execution of the release described in Section 6.2 of the Employee’s employment agreement. (c) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying Termination2.1(a), the Option will become fully and immediately exercisable if an event occurs on or after six months following the Grant Date that constitutes a Change in Control of Corporation before the Option expires pursuant to Section 2.3. If the Change in Control occurs before six months has elapsed following the Grant Date, the Option will become fully and immediately exercisable as to an aggregate of 100,000 Shares, and the Option shall become terminate and be unexercisable as to the remaining 100,000 Shares. For purposes of this Agreement, “Change in Control” is defined as the first occurrence of any of the following: (i) Any person (including any individual, corporation, limited liability company, partnership, trust, group, association, or other “person,” as such term is used in Section 13(d)(3) or 14(d) of the Exchange Act) other than a trustee or other fiduciary holding securities under an employee benefit plan of Corporation, is or becomes a beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of Corporation representing more than 50 percent of the combined voting power of Corporation’s then outstanding securities; (ii) A majority of the directors elected at any annual or special meeting of shareholders are not individuals nominated by Corporation’s then incumbent Board; or (iii) The shareholders of Corporation approve (i) a merger or consolidation of Corporation with any other corporation, other than a merger or consolidation which would result in the Voting Securities (defined as all issued and outstanding securities ordinarily having the right to vote at elections of Corporation’s directors) of Corporation outstanding immediately vested and exercisable on prior to such transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the date surviving entity) 50 percent or more of the combined voting power of the Voting Securities of Corporation or of such Qualifying Termination with respect to 100% surviving entity outstanding immediately after such merger or consolidation, (ii) a plan of complete liquidation of Corporation, or (iii) an agreement for the Shares subject to such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited sale or become exercisable)disposition by Corporation of all or substantially all of its assets. (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that No portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated or been forfeited) upon such death or Disability. (e) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any Option which is unexercisable as of the Optionee’s upon termination of Employee’s employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) with Corporation or (d) aboveany Subsidiary will subsequently become exercisable.

Commencement of Exercisability. (a) Except as otherwise provided in Section 3.1(b), (c) or (d) below, so So long as the Optionee continues to be employed by an Eligible Individual performing bona fide services to or for the Company or any other Service Recipientthrough the applicable vesting date(s) below (each, a “Vesting Date”), the Option shall become vested and exercisable with respect pursuant to 25% of the Shares subject to such Option on each of the first four (4) anniversaries of the Grant Date (each such datefollowing schedule: December 31, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional shares2018 [ ] December 31, the fractional shares shall be combined and be exercisable on the earliest Vesting Date.2019 [ ] (b) Notwithstanding Section 3.1(athe foregoing, if, before the final Vesting Date, but on or within the eighteen (18) abovemonths after a Change in Control, upon the earliest occurrence of (i) Optionee ceases to be an Eligible Individual either because the Optionee’s death, Company or (ii) a termination of its successor terminates the Optionee’s employment by reason of or other service relationship without Cause or the Optionee’s Disability, Optionee terminates due to Good Reason the Option shall become immediately vested and exercisable with respect as to 100% of the Shares subject to the Option on such unvested Option immediately prior to such event termination date (but only to the extent such Option has not otherwise terminated, been forfeited terminated or become exercisable). (c) Notwithstanding Section 3.1(a) aboveIf, before a Vesting Date, the Optionee ceases to be an Eligible Individual due to the Optionee’s death or Permanent Disability, the Optionee will vest on the Optionee’s termination date in the event the Optionee experiences a Qualifying Termination, the Option shall become immediately vested and exercisable on the date number of such Qualifying Termination with respect to 100% of the Shares subject to such unvested the Option (but only to that would have vested had the extent such Option has not otherwise terminated, been forfeited or become exercisable)Optionee remained employed until the next scheduled Vesting Date. (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such No portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated or been forfeited) upon such death or Disability. (e) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reasontime the Optionee ceases to be an Eligible Individual, and any portion of the Option which is unexercisable as of the Optionee’s termination cessation of employment service as an Eligible Individual shall immediately terminate and be forfeited expire without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above.

Commencement of Exercisability. (a) Except as otherwise provided in Section 3.1(b), (c) or (d) below, so long as the Optionee continues to be employed by the Company or any other Service Recipient, the The Time Option shall become vested and exercisable with respect to 2520% of the Shares subject to such Time Option on each anniversary of the first four (4) anniversaries Vesting Reference Date. Notwithstanding the foregoing, immediately prior to the consummation of a sale by the Company of the Grant Date (each such datebusiness unit that employs the Optionee, a “Vesting Date”). To as determined by the Board in its sole discretion, to the extent this vesting schedule results in the vesting of fractional sharesnot previously vested, the fractional shares shall be combined and be exercisable on the earliest Vesting Date. (b) Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) a termination of the Optionee’s employment by reason of the Optionee’s Disability, the Time Option shall become immediately vested and exercisable with respect to 10020% of the Shares subject to such unvested Option immediately prior to such event (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable)Time Option. (cb) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying TerminationOn each Vesting Reference Date, the Performance Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to 100% for an incremental percentage of the Shares subject to such unvested Option (but only equal to the extent product of 20% and the Achievement Ratio for the year ending on the immediately preceding Determination Date, provided that on each Determination Date in no event shall the total percentage of Shares subject to the Performance Option that are exercisable be greater than the product of (i) 20% and (ii) the number of Determination Dates (including such Determination «Name» — Stock Option has not otherwise terminated, been forfeited or become exercisable). (dAgreement Date) Notwithstanding Section 3.1(a) aboveas have fallen from and after the Vesting Reference Date. For the avoidance of doubt, in the event of that the Optionee’s RetirementAchievement Ratio is greater than 1.0 for any year, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated or been forfeited) upon such death or Disability. (e) No Performance Option shall become vested exercisable for an incremental percentage of the Shares subject to such Option that did not become exercisable in any preceding year (commencing with immediately preceding year) as a result of the Achievement Ratio for any such preceding year being less than 1.0. For purposes of this Section 3.1 the “Achievement Ratio” for each fiscal year shall be defined in Exhibit A. (c) Notwithstanding the foregoing, no Option or portion thereof shall become exercisable as to any additional Shares following the Optionee’s termination of employment of the Optionee for any reason, reason and any Option which is unexercisable non-exercisable as of the Optionee’s termination of employment shall be immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) abovecancelled.

Commencement of Exercisability. (a) Except as otherwise provided in Section 3.1(b), (c) or (dc) below, so long as the Optionee continues to be employed by the Company or any other Service Recipient, the Option shall become vested and exercisable with respect to 2533 1/3% of the Shares subject to such Option on each of the first four (4) third, fourth and fifth anniversaries of the Grant Date (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting third anniversary of the Grant Date. (b) Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) a Change in Control, (ii) the Optionee’s death, or (iiiii) a termination of the Optionee’s employment by reason of the Optionee’s Disability, the Option shall become immediately vested and exercisable with respect to 100% of the Shares subject to such unvested Option immediately prior to such event (but only to the extent such Option has not otherwise terminated, been forfeited terminated or become exercisable). (c) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying Termination, the Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to 100% of the Shares subject to such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option Option, if any, that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited terminated or become exercisable); provided, however, that if during such one (1) year period there occurs a Change in Control or the Optionee dies or incurs a Disability, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated or been forfeited) upon such death or Disabilityterminated). (ed) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any portion of the Option which is unvested or unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited expire without payment therefor, in each case except as otherwise provided in Section 3.1(b), ) or (c) or (d) above.

Commencement of Exercisability. (a) Except as otherwise provided in Subject to Section 3.1(b)2.1(b) and Section 2.3, (c) or (d) below, so long as the Optionee continues to be employed shares covered by the Company or any other Service Recipient, the Option shall become vested and exercisable with respect to in four 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 such date as follows: (i) The first installment shall consist of 25% of the Shares subject to such Option on each of the first four (4) anniversaries of the Grant Date (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting Date. (b) Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) a termination of the Optionee’s employment covered by reason of the Optionee’s Disability, the Option shall become immediately vested and exercisable with respect to 100% of the Shares subject to such unvested Option immediately prior to such event (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (c) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying Termination, the Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to 100% of the Shares subject to such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the first anniversary of the Grant Date that falls Date; (ii) The second installment shall consist of 25% of the shares covered by the Option and shall become vested and exercisable on the second anniversary of the Grant Date; (iii) The third installment shall consist of 25% of the shares covered by the Option and shall become vested and exercisable on the third anniversary of the Grant Date; and (iv) The fourth installment shall consist of 25% of the shares covered by the Option and shall become vested and exercisable on the fourth anniversary of the Grant Date. (b) The Shares covered by the Option shall become vested and exercisable in the event of termination of service without Cause within the one twelve (112)-month period immediately following a Change in Control. (c) year period following The Administrator in its sole discretion may accelerate the Optionee’s Retirement date (but only to the extent such vesting and/or exercisability of any portion of the Option has that does not otherwise terminatedbecome vested or exercisable pursuant to Section 2.1. Notwithstanding anything to the contrary in this Agreement, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such any portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option that has not otherwise terminated or been forfeited) upon such death or Disability. (e) No Option shall become vested or exercisable as pursuant to any additional Shares following Section 2.1 on or prior to the Optionee’s termination of employment for any reason, and any Option which is unexercisable as date of the Optionee’s termination of employment service as a Service Provider shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) and shall not thereafter become vested or (d) aboveexercisable.

Commencement of Exercisability. (a) Except as otherwise provided in Section 3.1(b), (c) or (d) below, so long as the Optionee continues to be employed by the Company or any other Service Recipienta Subsidiary, the Option shall become vested and exercisable with respect to twenty-five percent (25% %) of the Shares subject to such the Option on each of the first four (4) anniversaries of the Grant Date (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional sharesShares, the fractional shares Shares shall be combined into one Share and be exercisable on the earliest Vesting Date. (b) Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) a termination of the Optionee’s employment by reason of the Optionee’s DisabilityDisability Termination, the Option shall become immediately vested and exercisable with respect to one hundred percent (100% %) of the Shares subject to such the unvested Option immediately prior to such event (but only to the extent such the Option has not otherwise terminated, been forfeited or become exercisable). (c) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying Termination, the Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to one hundred percent (100% %) of the Shares subject to such the unvested Option (but only to the extent such the Option has not otherwise terminated, been forfeited or become exercisable). (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient a Subsidiary shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disabilitydies, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated terminated, been forfeited or been forfeitedbecome exercisable) upon such death or Disabilitydeath. (e) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any portion of the Option which is unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above.

Commencement of Exercisability. (a) Except as otherwise provided in Section 3.1(b)Subject to Sections 3.2, (c) or (d) below3.3, so long as the Optionee continues to be employed by the Company or any other Service Recipient5.10 and 5.14, the Option shall become vested and exercisable with respect to 25% of the Shares subject to in such Option on each of the first four (4) anniversaries of amounts and at such times as are set forth in the Grant Date (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting DateNotice. (b) Notwithstanding Section 3.1(a) above[In addition, upon in the earliest occurrence event that a Change in Control occurs and, within the [__] month period immediately following such Change in Control, the Optionee incurs a Termination of (i) Service by the Optionee’s death, Company without Cause or (ii) a termination of by the Optionee’s employment by reason of the Optionee’s DisabilityOptionee for Good Reason, the Option shall thereupon vest and become immediately vested and exercisable with respect to 100% of the Shares subject to such unvested Option immediately prior to such event (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (c) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying Termination, the Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to 100% of the Shares subject to such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would otherwise have vested and become exercisable during the [__] month period immediately following the date of the Optionee’s Termination of Service had the Optionee remained employed by the Company during such period.] / [In addition, the Option may be subject to accelerated vesting under certain circumstances to the extent set forth in the ReachLocal, Inc. Amended and Restated Change in Control and Severance Policy for Senior Management and/or the Optionee’s employment letter, dated as of [________], between the Company and the Optionee, in each case, subject to the terms and conditions thereof and as may be amended from time to time.] (c) No portion of the Option which has not become vested and exercisable within at the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated or been forfeited) upon such death or Disability. (e) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any Option which is unexercisable as of the Optionee’s termination Termination of employment Employment, Termination of Directorship or Termination of Consultancy shall immediately terminate thereafter become vested and be forfeited without payment thereforexercisable, in each case except as may be otherwise provided by the Administrator or as set forth in Section 3.1(b), (c) or (d) abovea written agreement between the Company and the Optionee.

Commencement of Exercisability. ​ (a) Except as otherwise provided in Section 3.1(b)Subject to Articles 3.2, (c) or (d) below3.3, so long as the Optionee continues to be employed by the Company or any other Service Recipient5.10 and 5.13 hereof, the Option shall become vested and exercisable with respect to 25% of the Shares subject to in such Option on each of the first four (4) anniversaries of amounts and at such times as are set forth in the Grant Date (each such date, a “Vesting Date”)Notice. To the extent this vesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting Date.​ (b) Notwithstanding Section 3.1(a) aboveExcept as may be otherwise set forth herein, upon as may be provided by the earliest occurrence Administrator or as set forth in a written agreement between the Company and the Participant, any portion of (i) this Option that is not exercisable at the Optionee’s death, or (ii) a termination date of the OptioneeParticipant’s employment by reason Termination of Service shall terminate immediately and be of no further force or effect. ​ (c) Notwithstanding anything herein to the Optionee’s Disabilitycontrary, the Option shall become immediately vested and exercisable with respect to 100% in full upon the Participant’s Termination of Service by reason of the Shares subject to such unvested Option immediately prior to such event (but only to the extent such Option has not otherwise terminated, been forfeited Participant’s death or become exercisable). (c) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying Termination, the Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to 100% of the Shares subject to such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable).Disability. ​ (d) Notwithstanding Section 3.1(a) aboveanything herein to the contrary, in the event of the Optioneea Participant’s Qualified Retirement, the portion of the Participant’s Option which has not become vested and exercisable at the date of the Participant’s Termination of Service shall continue to vest and become exercisable according to its terms until the Expiration Date set forth in the Grant Notice, provided that Participant continues to satisfy the requirements for a Qualified Termination (as determined by the Administrator in its sole discretion). For the avoidance of doubt, Participant acknowledges that the continued compliance with the Restrictive Covenant is a condition of continued vesting. If the Participant fails at any time to comply with the Restrictive Covenant, any portion of the Option that would have become which has not vested and become exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company as of that time shall terminate immediately and be of no further force or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated or been forfeited) upon such death or Disabilityeffect. (e) No Option Solely for purposes of this Agreement, upon the occurrence of a Downgrading Event, the Participant shall become vested or exercisable as be deemed to any additional Shares following the Optionee’s termination have experienced a Termination of employment for any reason, and any Option which is unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above.Service. ​

Commencement of Exercisability. (a) Except as otherwise provided in Section 3.1(b), (c) or (d) below, so long as the Optionee continues to be employed by the Company or any other Service Recipient, the The Time Option shall become vested and exercisable with respect to 2520% of the Shares subject to such Time Option on each anniversary of the first four (4) anniversaries Vesting Reference Date. Notwithstanding the foregoing, immediately prior to the consummation of a sale by the Company of the Grant Date (each such datebusiness unit that employs the Optionee, a “Vesting Date”). To as determined by the Board in its sole discretion, to the extent this vesting schedule results in the vesting of fractional sharesnot previously vested, the fractional shares shall be combined and be exercisable on the earliest Vesting Date. (b) Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) a termination of the Optionee’s employment by reason of the Optionee’s Disability, the Time Option shall become immediately vested and exercisable with respect to 10020% of the Shares subject to such unvested Option immediately prior to such event (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable)Time Option. (cb) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying TerminationOn each Vesting Reference Date, the Performance Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to 100% for an incremental percentage of the Shares subject to such unvested Option (but only equal to the extent product of 20% and the Achievement Ratio for the year ending on the immediately preceding Determination Date, provided that on each Determination Date in no event shall the total percentage of Shares subject to the Performance Option that are exercisable be greater than the product of (i) 20% and (ii) the number of Determination Dates (including such Option has not otherwise terminated, been forfeited or become exercisable). (dDetermination Date) Notwithstanding Section 3.1(a) aboveas have fallen from and after the Vesting Reference Date. For the avoidance of doubt, in the event of that the Optionee’s RetirementAchievement Ratio is greater than 1.0 for any year, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated or been forfeited) upon such death or Disability. (e) No Performance Option shall become vested exercisable for an incremental percentage of the Shares subject to such Option that did not become exercisable in any preceding year (commencing with immediately preceding year) as a result of the Achievement Ratio for any such preceding year being less than 1.0. For purposes of this Section 3.1 the “Achievement Ratio” for each fiscal year shall be defined in Exhibit A. (c) Notwithstanding the foregoing, no Option or portion thereof shall become exercisable as to any additional Shares following the Optionee’s termination of employment of the Optionee for any reason, reason and any Option which is unexercisable non-exercisable as of the Optionee’s termination of employment shall be immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) abovecancelled.

Commencement of Exercisability. (a) Except as otherwise Subject to Sections 3.1(c) and 3.3, 60% of the Option (the “Time-Vesting Option”) shall become exercisable in five equal and cumulative installments; provided in Section 3.1(b), (c) or (d) below, so long as that the Optionee continues to be remains continuously employed or engaged in active service by the Company or any other Service Recipientof its Subsidiaries (and no Termination of Services occurs) from the Grant Date through such date, as follows: (i) The first installment shall consist of 12% of the shares covered by the Option (20% of the Time-Vesting Option) and shall become exercisable on [____]; (ii) The second installment shall consist of an additional 12% of the shares covered by the Option (20% of the Time-Vesting Option) and shall become exercisable on [____]; (iii) The third installment shall consist of an additional 12% of the shares covered by the Option (20% of the Time-Vesting Option) and shall become exercisable on [____]; (iv) The fourth installment shall consist of an additional 12% of the shares covered by the Option (20% of the Time-Vesting Option) and shall become exercisable on [____]; and (v) The fifth installment shall consist of the remaining 12% of the shares covered by the Option (20% of the Time-Vesting Option) and shall become exercisable on [____]. Notwithstanding the foregoing, upon the occurrence of a Change in Control of the Company, the Time-Vesting Option shall become fully vested and exercisable with respect immediately prior to 25% the effective date of such Change in Control; provided that the Shares subject to such Option on each Optionee remains continuously employed or engaged in active service by the Company or any of the first four its Subsidiaries (4and no Termination of Services occurs) anniversaries of from the Grant Date (each through the consummation of such date, a “Vesting Date”). To the extent this vesting schedule results Change in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting DateControl. (b) Notwithstanding Section 3.1(aSubject to Sections 3.1(c) aboveand 3.3, upon 40% of the earliest occurrence Option (the “Performance-Vesting Option”) shall be eligible to become exercisable; provided that the Optionee remains continuously employed or engaged in active service by the Company or any of its Subsidiaries (and no Termination of Services occurs) from the Grant Date through the applicable Measurement Date, as follows: (i) the Optionee’s death, or (ii) a termination of the Optionee’s employment by reason of the Optionee’s Disability, the Option shall become immediately vested and exercisable with respect to 10020% of the Shares subject to such unvested Option immediately prior to such event (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (c) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying Termination, shares covered by the Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to 100(50% of the Shares subject to such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (dPerformance-Vesting Option) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary Measurement Date if, as of the Measurement Date, the Principal Stockholders receive Proceeds greater than or equal to the Target Amount; and (ii) The remaining 20% of the shares covered by the Option (50% of the Performance-Vesting Option) shall become vested and exercisable on the Measurement Date if, as of the Measurement Date, the Principal Stockholders receive Proceeds greater than or equal to the Maximum Amount. For the avoidance of doubt, the Performance-Vesting Option shall become vested and exercisable immediately prior to the Measurement Date to the extent that the Principal Stockholders receive Proceeds greater than or equal to the Target Amount and/or Maximum Amount, as applicable, as of the Measurement Date; provided that the Optionee remains continuously employed or engaged in active service by the Company or any of its Subsidiaries (and no Termination of Services occurs) from the Grant Date that falls within through the one Measurement Date. (1c) year period following the Optionee’s Retirement date (but only to the extent such No portion of the Option has not otherwise terminated, been which is unexercisable at Termination of Services for any reason shall thereafter become exercisable (and such unexercisable portion shall be forfeited or become exercisableas of the date of such Termination of Services); providedprovided that, howevernotwithstanding the foregoing, in the event that if during such one (1) year period the Optionee dies or incurs a DisabilityQualifying Termination occurs prior to any Measurement Date, such a portion of the Performance-Vesting Option equal to the portion of the Time-Vesting Option that has already vested as of the date of such Qualifying Termination shall instead become immediately vested and exercisable (but only to such that, immediately following such vesting, an equivalent percentage of the extent such Time-Vesting Option and the Performance-Vesting Option shall be vested and exercisable. No portion of the Option has not otherwise terminated or been forfeited) upon such death or Disability. (e) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any Performance-Vesting Option which is unexercisable immediately following the Measurement Date (after taking into account any vesting that occurs pursuant to Section 3.1(b) on any Measurement Date) shall thereafter become exercisable (and such unexercisable portion shall be forfeited as of immediately following the Optionee’s termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(bMeasurement Date), (c) or (d) above.

Commencement of Exercisability. ​ (a) Except as otherwise provided in Section 3.1(b), (c), (d) or (de) below, so long as the Optionee continues to be employed by the Company or any other Service Recipient, the Option shall become vested and exercisable with respect to 25% of the Shares subject to such Option on each April 1 of the first four (4) anniversaries of fiscal years following the fiscal year in which the Grant Date occurs, as set forth on Schedule A hereto (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting Date. (b) Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) a termination of the Optionee’s employment by reason of the Optionee’s Disability, the Option shall become immediately vested and exercisable with respect to 100% of the Shares subject to such unvested Option immediately prior to such event (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (c) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying Termination, the Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to 100% of the Shares subject to such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Early Retirement, the Option shall remain outstanding and shall become vested and exercisable on the Vesting Dates ​ ​ provided in Section 3.1(a) (but only to the extent the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that (i) if the Optionee violates any of the Business Protection Provisions following Early Retirement, then any unvested Option shall immediately terminate and be forfeited; or (ii) if the Optionee dies or incurs a Disability following Early Retirement, then any unvested Option shall instead become immediately vested and exercisable (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable) upon such death or Disability; or (iii) if a Change in Control occurs following Early Retirement, then any unvested Option shall instead become immediately vested and exercisable (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable) upon such Change in Control. (e) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Normal Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Normal Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Normal Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Normal Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated terminated, been forfeited or been forfeitedbecome exercisable) upon such death or Disability. (ef) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any Option which is unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c), (d) or (de) above.

Commencement of Exercisability. (a) Except as otherwise provided in Section Subject to Sections 3.1(b), 3.1(c) and 3.3, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice. The number of shares subject to vesting on each vesting date shall be rounded down to the nearest whole number, provided that on the final vesting date all shares that have not been eligible to become vested on any prior vesting date(s) because of the foregoing rounding convention shall be subject to vesting on the final vesting date. (b) Any portion of the Option which remains unvested at the date of Participant’s Termination of Service shall thereupon be forfeited, except as may otherwise be provided herein or by action of the Administrator following the Grant Date. Notwithstanding the foregoing, in the event of Participant’s Termination of Service without Cause or for Good Reason on or following the Company’s non-extension of the Term (as defined in the Employment Agreement) pursuant to Section 2(b) of the Employment Agreement, then, notwithstanding anything to the contrary herein or in the Grant Notice, the Option shall continue to become exercisable on the date(s) set forth in the Vesting Schedule set forth in the Grant Notice and shall remain outstanding until the six month anniversary of the latest such vesting date (at which time it shall be forfeited to the extent not previously exercised); provided that if, following any such Termination of Service, Participant violates any restrictive covenant set forth in Section 6 or 7 of the Employment Agreement then the Option shall be forfeited immediately upon the date of such violation. (c) Notwithstanding Sections 3.1(a): (i) In the event of Participant’s death or (d) belowDisability, so long as or in the Optionee continues to be employed event of Participant’s Termination of Service by the Company without Cause or any other Service Recipientby the Participant for Good Reason, prior to the consummation of a Change in Control, the Option shall become vested and exercisable with respect to 25% a pro-rata percentage of the Shares subject to such Option (determined on each of the first four (4) anniversaries of the Grant Date (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional shares, the fractional shares shall be combined quarterly basis and be exercisable based on the earliest Vesting Date. (b) Notwithstanding Section 3.1(a) above, upon number of completed quarters that have elapsed from the earliest occurrence most recent vesting date through the date of (i) the Optionee’s death, or (ii) a termination Termination of the Optionee’s employment by reason of the Optionee’s Disability, the Option shall become immediately vested and exercisable with respect to 100% of the Shares subject to such unvested Option immediately prior to such event (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisableService). (cii) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying Termination, the The Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to 100% of the Shares subject to such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only in full immediately prior to the extent such portion occurrence of the Option has not otherwise terminateda Change in Control, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such portion of the Option shall instead become immediately vested and exercisable (but only subject to the extent consummation of such portion of the Option has not otherwise terminated or been forfeited) upon such death or DisabilityChange in Control. (e) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any Option which is unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above.

Commencement of Exercisability. (a) Except as otherwise provided in Subject to Section 3.1(b), (c) or (d) below, so long as the Optionee Executive continues to be employed by provide his services to the Company or any other Service Recipientin accordance with the Engagement Letter, the Option shall become vested and exercisable with respect pursuant to 25% of the Shares subject to such Option on each of the first four (4) anniversaries of the Grant Date (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and be exercisable terms set forth on the earliest Vesting Datesignature page to this Agreement. (b) Notwithstanding Section 3.1(a) abovethe foregoing, upon so long as the earliest Executive continues to provide his services to the Company in accordance with the Engagement Letter through the occurrence of (i) the Optionee’s death, or (ii) a termination of the Optionee’s employment by reason of the Optionee’s DisabilityChange in Control, the Option shall become immediately vested and exercisable with respect as to 100% of the Shares subject to shares of Common Stock underlying such unvested Option immediately prior to such event a Change in Control (but only to the extent such Option has not otherwise terminated, been forfeited terminated or become exercisable). (c) Notwithstanding Section 3.1(a) above, in Upon a termination of the event Engagement Letter or the Executive’s services by the Company without Cause or by the Optionee experiences or the Executive with Good Reason, Valcon shall make a Qualifying Termination, payment in cash to the Option shall become immediately vested and exercisable on the date of such Qualifying Termination Optionee with respect to 100% the unvested portion (if any) of the Shares Option at the time that such termination occurs equal to the difference between (x) the lesser of $10.00 (subject to equitable adjustment for stock splits, recapitalizations and similar transactions) and the then Fair Market Value and (y) the Exercise Price per share, multiplied by the number of shares of Common Stock for which such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable)portion would be exercisable if fully vested. (d) Notwithstanding Section 3.1(a) abovethe foregoing, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated or been forfeited) upon such death or Disability. (e) No no Option shall become vested or exercisable as to any additional Shares shares of Common Stock (which do not otherwise become exercisable in accordance with Section 3.1(a) or (b) or Section 3.2(b), (c) or (d)) following the Optionee’s termination of employment the Engagement Letter or the services of the Executive for any reason, reason and any Option Option, which is unexercisable as of the Optionee’s termination of employment employment, shall be immediately terminate cancelled, and be forfeited except as provided in Section 3.1(c), without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above.

Commencement of Exercisability. (a) Except as otherwise provided in Section 3.1(b), (c) or (d) below, so long as the Optionee continues to be employed by the Company or any other Service Recipienta Subsidiary, the Option shall become vested and exercisable with respect to [twenty-five percent (25% %)] of the Shares subject to such the Option on [each April 1 of the first four (4) anniversaries of fiscal years following the fiscal year in which the Grant Date occurs] (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional sharesShares, the fractional shares Shares shall be combined into one Share and be exercisable on the earliest Vesting Date. (b) Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) a termination of the Optionee’s employment by reason of the Optionee’s DisabilityDisability Termination, the Option shall become immediately vested and exercisable with respect to one hundred percent (100% %) of the Shares subject to such the unvested Option immediately prior to such event (but only to the extent such the Option has not otherwise terminated, been forfeited or become exercisable). (c) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying Termination, the Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to one hundred percent (100% %) of the Shares subject to such the unvested Option (but only to the extent such the Option has not otherwise terminated, been forfeited or become exercisable).. ​ ​ (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient a Subsidiary shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date April 1 that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disabilitydies, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated terminated, been forfeited or been forfeitedbecome exercisable) upon such death or Disabilitydeath. (e) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any portion of the Option which is unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above.

Commencement of Exercisability. (a) Except The Option shall become exercisable with respect to 20% of the shares of Common Stock subject to such Option in respect of each Fiscal Year (beginning with the 2004 Fiscal Year) upon the achievement by the Company of the Performance Targets established in respect of each such Fiscal Year and set forth on Appendix A attached hereto; provided, however, that such Option shall only become exercisable as otherwise provided in Section 3.1(b)to 20% of the shares of Common Stock subject to such Option (each such 20% of the shares, (ca "Tranche") or (d) below, on the December 31 of each such Fiscal Year upon the occurrence of the Financial Statement Approval Date applicable to such Fiscal Year so long as either (i) the Optionee continues to be remains employed by with the Company on the applicable Financial Statement Approval Date or (ii) an Interim Termination Event occurs between such December 31 and the applicable Financial Statement Approval Date. If the Company does not achieve its Performance Target for any other Service Recipientgiven Fiscal Year (a "Missed Year"), the Option shall not become vested and exercisable with in respect of such Fiscal Year, as set forth in the immediately preceding sentence; provided, however, that if the Company achieves the Performance Target as established for any Fiscal Year subsequent to 25% a Missed Year, then any prior percentage of the Shares subject to such Option on each (the exercisability of the first four (4which had not previously occurred) anniversaries in respect of the Grant Date (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting Date. (b) Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) a termination of the Optionee’s employment by reason of the Optionee’s Disability, the Option prior Missed Years shall become immediately vested and exercisable with respect to 100% of the Shares subject to such unvested Option immediately prior to such event (but only to the extent such Option has not otherwise terminated, been forfeited terminated or become exercisable). (c) . Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying Terminationforegoing, the Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect as to 100% of the Shares shares of Common Stock subject to such unvested Option (but only to the extent such Option has not otherwise terminated or become exercisable) on the eighth anniversary of the Grant Date. (b) Notwithstanding the foregoing, upon the occurrence of a Change of Control prior to December 31, 2008, the Option (to the extent such Option has not otherwise terminated) shall be exercisable with respect to the number of shares of Common Stock equal to the total number of shares of Common Stock subject to the Option multiplied by a fraction, been forfeited (i) the numerator or which is the number of shares of Common Stock that have previously become exercisable). (d) Notwithstanding Section 3.1(a) aboveexercisable in respect of prior Fiscal Years, plus, with respect to the Tranche that could have become vested in respect the Fiscal Year in which the Change of Control occurs, if the Board determines, in the event its sole discretion (exercised in good faith) that, as of the Optionee’s Retirementdate of the Change of Control, the Company would, but for the Change of Control, have achieved the Annual Performance Target for such year, a pro rata portion of such Tranche (based on the number of days that have elapsed in such Fiscal Year through the date of the Change of Control, relative to 365 days) (the "Pro-Rata Fiscal Year") and (ii) the denominator of which is the maximum number of shares that could have become vested in such completed Fiscal Years (whether or not they actually vested), plus a pro-rata portion of the Option maximum number of shares that would could have become vested and exercisable within for the one Fiscal Year in which the Change of Control occurred. (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding See Exhibit I for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary an example of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion application of the Option has not otherwise terminated, been forfeited or become exercisablethis Section 3.1(b); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated or been forfeited) upon such death or Disability.) (ec) No Notwithstanding the foregoing, no Option shall become vested or exercisable as to any additional Shares shares of Common Stock following the Optionee’s termination of employment of the Optionee for any reason, and any Option which is unexercisable non-exercisable as of the Optionee’s 's termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) abovecancelled.

Commencement of Exercisability. (a) The Option shall be subject to both performance and service vesting conditions as described in Sections 3.1(b) and (c) below, and will only be vested and exercisable with respect to any of the Shares subject thereto when both the performance and service conditions have been achieved with respect to such Shares (except as otherwise provided in this Section 3.1). (b) The Option will satisfy the performance vesting component (the “Performance Vesting Condition”) with respect to 100% of the Shares subject thereto if, on or prior to the Share Price Goal End Date set forth on Schedule A, the closing price for one Share as listed on the New York Stock Exchange has equaled or exceeded the Share Price Goal set forth on Schedule A for a period greater than or equal to 21 consecutive trading days. If the Performance Vesting Condition has not been achieved on or prior to the Share Price Goal End Date (and provided that the Option has not otherwise become vested and exercisable in connection with an earlier Change in Control or the Optionee’s termination of employment due to death or Permanent Disability), the Option shall be automatically cancelled without payment upon the Share Price Goal End Date. (c) Except as otherwise provided in this Section 3.1(b)3, the Shares subject to the Option will satisfy the service vesting component (cthe “Service Vesting Condition”) or with respect to one-third (d1/3rd) below, so long as of the Optionee continues to be employed by Shares subject thereto based on the Optionee’s continued employment with the Company or any other Service Recipient, the Option shall become vested and exercisable with respect to 25% of the Shares subject to such Option on Subsidiary through each of the first four (4) anniversaries of the Grant Date Service Vesting Dates set forth in Schedule A (each such date, a “Service Vesting Date”). To the extent this vesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting Date. (bd) Notwithstanding Section 3.1(aUpon a Change in Control that occurs on or prior to the Share Price Goal End Date, the Option (to the extent it then remains outstanding) aboveshall be deemed to have satisfied the Performance Vesting Condition, upon the earliest occurrence of and (i) if the Optionee’s deathOption is not assumed, continued, or (ii) a termination substituted by the Company or its successor as provided in Section 10 of the Optionee’s employment by reason Plan and the Optionee is employed with the Company or any of its Subsidiaries on the effective date of the Optionee’s DisabilityChange in Control, then, on the effective date of the Change in Control, the Option shall become immediately fully vested and exercisable with respect to 100% of the Shares subject thereto and (ii) if the Option is so assumed, continued or substituted by the Company or its successor, then the Option shall remain subject to such unvested Option immediately satisfaction of the Service Vesting Condition; provided, that, if, prior to such event the final Service Vesting Date, the Optionee’s employment with the Company and its Subsidiaries (but only or any successors thereto) is involuntarily terminated by the Company and its Subsidiaries without Cause, terminated by the Optionee for Good Reason, or terminates due to the extent such Option has not otherwise terminatedOptionee’s death, been forfeited Permanent Disability or become exercisable). (c) Notwithstanding Section 3.1(a) aboveRetirement, in the event the Optionee experiences a Qualifying Termination, then the Option shall become immediately fully vested and exercisable on the date of such Qualifying Termination with respect to 100% of the Shares subject to thereto effective upon the date of such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable)termination of employment. (de) Notwithstanding Section 3.1(a) above, in the event Upon a termination of the Optionee’s RetirementEmployment for any reason (other than for Cause by the Company or any Subsidiary, without Good Reason by the Optionee or due to the Optionee’s death or Permanent Disability) prior to a Change in Control, (i) if the Performance Vesting Condition has been satisfied on or prior to the date of such termination of Employment, a pro-rata portion of the Shares subject to the Option that would, but for such termination, be scheduled to satisfy the Service Vesting Condition on the next Service Vesting Date following such termination of Employment will be deemed to have satisfied the Service Vesting Condition upon such termination date, with such pro-rata portion determined based on the number of days the Optionee was employed by the Company or any of its Subsidiaries since the immediately prior Service Vesting Date, relative to 365 days and (ii) if the Performance Vesting Condition has not been satisfied on or prior to the date of such termination of Employment, that portion of the Option that would have has satisfied the Service Vesting Condition on or prior to the date of termination plus a pro-rata portion of the Shares subject to the Option that would, but for such termination, be scheduled to satisfy the Service Vesting Condition on the next Service Vesting Date following such termination of Employment, with such pro-rata portion determined based on the number of days the Optionee was employed by the Company or any of its Subsidiaries since the immediately prior Service Vesting Date, relative to 365 days (such portions of the Option, collectively, the “Service Vested Portion”), shall remain outstanding following such termination and shall vest and become exercisable on the date on which the Performance Vesting Condition is satisfied; provided, that, if the Performance Vesting Condition is not satisfied on or prior to the Share Price Goal End Date, the Service Vested Portion shall be automatically cancelled without payment upon the Share Price Goal End Date. (f) Upon the Optionee’s death or Permanent Disability prior to a Change in Control while the Option remains outstanding, the Option shall become immediately fully vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary respect to 100% of the Grant Date that falls within Shares subject thereto, without regard to whether either the one Service Vesting Condition or Performance Vesting Condition has been satisfied at the time of such termination of Employment. (1g) year period following Notwithstanding the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminatedforegoing, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such no portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated or been forfeited) upon such death or Disability. (e) No Option shall become vested or exercisable as to any additional Shares (which do not otherwise become exercisable in accordance with Sections 3.1(d), (e), or (f) above) following the Optionee’s termination of employment Employment for any reason, reason and any portion of the Option which is unexercisable as of the Optionee’s termination of employment Employment, shall be immediately terminate and be forfeited cancelled without payment therefor. Accordingly, in each case except as otherwise is provided in Section 3.1(bSections 3.1(d) and (f), (c) if at the time of the Optionee’s termination, the Performance Vesting Condition has not been satisfied, then the Option shall automatically expire without becoming exercisable even if all or (d) abovea portion of the Option has satisfied the Service Vesting Condition.

Commencement of Exercisability. (a) Except as otherwise provided in Section 3.1(b), (c) or (dc) below, so long as the Optionee continues to be employed by the Company or any other Service Recipient, the Option shall become vested and exercisable with respect to 25% of the Shares subject to such Option on each April 1 of the first four (4) anniversaries of fiscal years following the fiscal year in which the Grant Date occurs, as set forth on Schedule A hereto (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting Date. (b) Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) a Change in Control, (ii) the Optionee’s death, or (iiiii) a termination of the Optionee’s employment by reason of the Optionee’s Disability, the Option shall become immediately vested and exercisable with respect to 100% of the Shares subject to such unvested Option immediately prior to such event (but only to the extent such Option has not otherwise terminated, been forfeited terminated or become exercisable). (c) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying Termination, the Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to 100% of the Shares subject to such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited terminated or become exercisable); provided, however, that if during such one (1) year period there occurs a Change in Control or the Optionee dies or incurs a Disability, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated or been forfeited) upon such death or Disabilityterminated). (ed) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any Option which is unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited expire without payment therefor, in each case except as otherwise provided in Section 3.1(b), ) or (c) or (d) above.

Commencement of Exercisability. (a) Except as otherwise provided in Section 3.1(b), (c) or (d) below, so So long as the Optionee continues to be employed by an Eligible Individual performing bona fide services to or for the Company or any other Service Recipientthrough the applicable vesting date(s) below (each, a “Vesting Date”), the Option shall become vested and exercisable with respect pursuant to 25% the following schedule: Vesting Date Number of the Option Shares subject to such Option on each of the first four (4) anniversaries of the Grant Date (each such datethat become vested: December 31, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional shares2017 __________ December 31, the fractional shares shall be combined and be exercisable on the earliest Vesting Date.2018 __________ December 31, 2019 __________ (b) Notwithstanding Section 3.1(athe foregoing, if, before the final Vesting Date, but on or within the eighteen (18) abovemonths after a Change in Control, upon the earliest occurrence of (i) Optionee ceases to be an Eligible Individual because the Optionee’s death, Company or (ii) a termination of its successor terminates the Optionee’s employment by reason of the Optionee’s Disability, or other service relationship without Cause the Option shall become immediately vested and exercisable with respect as to 100% of the Shares subject to the Option on such unvested Option immediately prior to such event termination date (but only to the extent such Option has not otherwise terminated, been forfeited terminated or become exercisable). (c) Notwithstanding Section 3.1(a) aboveIf, before a Vesting Date, the Optionee ceases to be an Eligible Individual due to the Optionee’s death or Permanent Disability, the Optionee will vest on the Optionee’s termination date in the event the Optionee experiences a Qualifying Termination, the Option shall become immediately vested and exercisable on the date number of such Qualifying Termination with respect to 100% of the Shares subject to such unvested the Option (but only to that would have vested had the extent such Option has not otherwise terminated, been forfeited or become exercisable)Optionee remained employed until the next scheduled Vesting Date. (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such No portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated or been forfeited) upon such death or Disability. (e) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reasontime the Optionee ceases to be an Eligible Individual, and any portion of the Option which is unexercisable as of the Optionee’s termination cessation of employment service as an Eligible Individual shall immediately terminate and be forfeited expire without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above.

Commencement of Exercisability. (a) Except The Option shall become exercisable with respect to 20% of the shares of Common Stock subject to such Option in respect of each Fiscal Year (beginning with the 2004 Fiscal Year) upon the achievement by the Company of the Performance Targets established in respect of each such Fiscal Year and set forth on Appendix A attached hereto; provided, however, that such Option shall only become exercisable as otherwise provided in Section 3.1(b)to 20% of the shares of Common Stock subject to such Option (each such 20% of the shares, (ca "Tranche") or (d) below, on the December 31 of each such Fiscal Year upon the occurrence of the Financial Statement Approval Date applicable to such Fiscal Year so long as either (i) the Optionee continues to be remains employed by with the Company on the applicable Financial Statement Approval Date or (ii) an Interim Termination Event occurs between such December 31 and the applicable Financial Statement Approval Date. If the Company does not achieve its Performance Target for any other Service Recipientgiven Fiscal Year (a "Missed Year"), the Option shall not become vested and exercisable with in respect of such Fiscal Year, as set forth in the immediately preceding sentence; provided, however, that if the Company achieves the Performance Target as established for any Fiscal Year subsequent to 25% a Missed Year, then any prior percentage of the Shares subject to such Option on each (the exercisability of the first four (4which had not previously occurred) anniversaries in respect of the Grant Date (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting Date. (b) Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) a termination of the Optionee’s employment by reason of the Optionee’s Disability, the Option prior Missed Years shall become immediately vested and exercisable with respect to 100% of the Shares subject to such unvested Option immediately prior to such event (but only to the extent such Option has not otherwise terminated, been forfeited terminated or become exercisable). (c) . Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying Terminationforegoing, the Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect as to 100% of the Shares shares of Common Stock subject to such unvested Option (but only to the extent such Option has not otherwise terminated or become exercisable) on the eighth anniversary of the Grant Date. (b) Notwithstanding the foregoing, upon the occurrence of a Change of Control prior to December 31, 2008, the Option (to the extent such Option has not otherwise terminated) shall be exercisable with respect to the number of shares of Common Stock equal to the total number of shares of Common Stock subject to the Option multiplied by a fraction, been forfeited (i) the numerator or which is the number of shares of Common Stock that have previously become exercisable). (d) Notwithstanding Section 3.1(a) aboveexercisable in respect of prior Fiscal Years, plus, with respect to the Tranche that could have become vested in respect the Fiscal Year in which the Change of Control occurs, if the Board determines, in the event its sole discretion (exercised in good faith) that, as of the Optionee’s Retirementdate of the Change of Control, the Company would, but for the Change of Control, have achieved the Performance Target for such year, a pro rata portion of such Tranche (based on the number of days that have elapsed in such Fiscal Year through the date of the Change of Control, relative to 365 days) (the "Pro-Rata Fiscal Year") and (ii) the denominator of which is the maximum number of shares that could have become vested in such completed Fiscal Years (whether or not they actually vested), plus a pro-rata portion of the Option maximum number of shares that would could have become vested and exercisable within for the one Fiscal Year in which the Change of Control occurred. (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding See Exhibit I for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary an example of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion application of the Option has not otherwise terminated, been forfeited or become exercisablethis Section 3.1(b); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated or been forfeited) upon such death or Disability.) (ec) No Notwithstanding the foregoing, no Option shall become vested or exercisable as to any additional Shares shares of Common Stock following the Optionee’s termination of employment of the Optionee for any reason, and any Option which is unexercisable non-exercisable as of the Optionee’s 's termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) abovecancelled.

Commencement of Exercisability. (a) Except as otherwise provided in Subject to Section 3.1(b)2.l(d) and Section 2.3, (c) or (d) below, so long as the Optionee continues to be employed shares covered by the Company or any other Service Recipient, the Option shall become vested and exercisable with respect to in four 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 such date as follows: (i) The first installment shall consist of 25% of the Shares subject to such Option on each of the first four (4) anniversaries of the Grant Date (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting Date. (b) Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) a termination of the Optionee’s employment covered by reason of the Optionee’s Disability, the Option shall become immediately vested and exercisable with respect to 100% of the Shares subject to such unvested Option immediately prior to such event (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (c) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying Termination, the Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to 100% of the Shares subject to such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the first anniversary of the Grant Date that falls Date; (ii) The second installment shall consist of 25% of the shares covered by the Option and shall become vested and exercisable on the second anniversary of the Grant Date; (i) The third installment shall consist of 25% of the shares covered by the Option and shall become vested and exercisable on the third anniversary of the Grant Date; and (ii) The fourth installment shall consist of 25% of the shares covered by the Option and shall become vested and exercisable on the fourth anniversary of the Grant Date. (b) The Shares covered by the Option shall become vested and exercisable in the event of termination of service without Cause within the one twelve (112)-month period immediately following a Change in Control. (c) year period following The Administrator in its sole discretion may accelerate the Optionee’s Retirement date (but only to the extent such vesting and/or exercisability of any portion of the Option has that does not otherwise terminatedbecome vested or exercisable pursuant to Section 2.1. Notwithstanding anything to the contrary in this Agreement, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such any portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option that has not otherwise terminated or been forfeited) upon such death or Disability. (e) No Option shall become vested or exercisable as pursuant to any additional Shares following Section 2.1 on or prior to the Optionee’s date of the Optionee 's termination of employment for any reason, and any Option which is unexercisable service as of the Optionee’s termination of employment a Service Provider shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) and shall not thereafter become vested or (d) aboveexercisable.

Commencement of Exercisability. (a) Except as otherwise provided in Subject to Section 3.1(b)3.3 of this Agreement, (c) or (d) below, so long as 50% of the Optionee continues to be employed shares of Common Stock covered by the Company or any other Service Recipient, the Option shall become vested in three cumulative and exercisable with respect to 25% of the Shares subject to such Option substantially equal installments on each of December 31, 2011, December 31, 2012 and December 31, 2013, provided that the first four (4) anniversaries Optionee remains continuously employed in active service by the Company or one of its Subsidiaries from the Award Date through each such vesting date. No portion of the Grant Option which is unvested at the Optionee’s Severance Date (each shall thereafter become vested, and such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional shares, the fractional shares unvested Options shall be combined and be exercisable instead terminate on the earliest Vesting Severance Date. (b) Notwithstanding Subject to Section 3.1(a3.3 of this Agreement, 50% of the shares of Common Stock covered by the Option (the “Performance-Based Shares”) aboveshall become vested in three substantially equal installments on December 31 of each of the applicable Measurement Years specified in the table below if the Company meets or exceeds the applicable EBITDA Target for such Measurement Year specified below, upon provided that the earliest occurrence Optionee remains continuously employed in active service by the Company or one of (i) its Subsidiaries from the Award Date through each such vesting date. In addition, the compensation committee of Board of Director reserves the right to adjust EBITDA Target for each 2012 and 2013, respectively in accordance with the then current business and operations environment. If the Company does not meet or exceed the applicable EBITDA Targets for any Measurement Year, the Performance-Based Shares scheduled to vest on December 31 of such year shall instead terminate effective as of December 31. No portion of the Option which is unvested at the Optionee’s deathSeverance Date shall thereafter become vested, and such unvested Options shall instead terminate on the Severance Date. For purposes of this Section 3.1(b) and the determination of whether the Company has met or (ii) a termination of exceeded the applicable EBITDA Target for each Measurement Year, EBITDA shall have the same meaning as in the Plan. Notwithstanding the foregoing, upon written notice to the Optionee’s employment by reason of the Optionee’s Disability, the Option shall become immediately vested and exercisable with respect to 100% of Administrator may, at its option, adjust the Shares subject to such unvested Option immediately prior to such event (but only EBITDA Target for any Measurement Year to the extent such Option has not otherwise terminatedit determines appropriate (for example, been forfeited or become exercisableand without limitation, to reflect changes in the business and operating environment following the date hereof). (c) Notwithstanding Section 3.1(a) above, in To the event extent that the Optionee experiences a Qualifying Termination, the Option shall become immediately vested and exercisable on the date aggregate Fair Market Value of such Qualifying Termination stock with respect to 100% which “incentive stock options” (within the meaning of Section 422 of the Shares subject Code, but without regard to such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (dSection 422(d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of Code) are exercisable for the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if first time by the Optionee had remained employed with during any calendar year (under the Plan and all other incentive stock option plans of the Company or any Subsidiary thereof) exceeds $100,000, the applicable Service Recipient shall remain outstanding for a period limitations of one (1Section 4.2(c) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only Plan shall apply and to the such extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs will be rendered a Disability, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated or been forfeited) upon such death or DisabilityNon-Qualified Stock Option. (e) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any Option which is unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above.

Commencement of Exercisability. (a) Except as otherwise provided in Section 3.1(b), (c) or (d) below, so long as the Optionee continues to be employed by the Company or any other Service Recipienta Subsidiary, the Option shall become vested and exercisable with respect to 25% one hundred percent (100%) of the Shares subject to such the Option on each of October 12, 2027 (the first four (4) anniversaries of the Grant Date (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting Date.​ (b) Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) a termination of the Optionee’s employment by reason of the Optionee’s DisabilityDisability Termination, the Option shall become immediately vested and exercisable with respect to one hundred percent (100% %) of the Shares subject to such the unvested Option immediately prior to such event (but only to the extent such the Option has not otherwise terminated, been forfeited or become exercisable). (c) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying Termination, the Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to one hundred percent (100% %) of the Shares subject to such the unvested Option (but only to the extent such the Option has not otherwise terminated, been forfeited or become exercisable). (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s RetirementSuccessor Appointment Termination, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date Successor Appointment Termination Date and shall become immediately vested and exercisable on the first anniversary of the Grant Successor Appointment Termination Date that falls within with respect to one hundred percent (100%) of the one (1) year period following Shares subject to the Optionee’s Retirement date unvested Option (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that (i) if during the Company requests that the Optionee enter into a written agreement with the Company to provide reasonable consulting services to the Board and the Successor CEO for up to a period of time following the Successor Appointment Termination Date that does not extend beyond October 12, 2027 and the Optionee fails to enter into such one written agreement within thirty (130) year period days following the date the Company provides the Optionee with the written agreement, then the unvested Option shall immediately terminate and be forfeited on the thirtieth (30th) day following the date the Company provides the Optionee with such written agreement; (ii) if the Optionee dies or incurs a Disabilityfollowing the Successor Appointment Termination Date, such portion of then the unvested Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated terminated, been forfeited or been forfeitedbecome exercisable) upon such death death; or Disability(iii) if a Change in Control occurs following the Successor Appointment Termination Date, then the unvested Option shall instead become immediately vested and exercisable (but only to the extent the Option has not otherwise terminated, been forfeited or become exercisable) upon such Change in Control. To the extent the above vesting results in the vesting of a fractional Share, the fractional Share will be added to the last vesting date. (e) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any portion of the Option which is unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above.

Commencement of Exercisability. ​ (a) Except as otherwise provided in Section 3.1(b), (c) or (d) below, so long as the Optionee continues to be employed by the Company or any other Service Recipienta Subsidiary, the Option shall become vested and exercisable with respect to twenty-five percent (25% %) of the Shares subject to such the Option on each of the first four (4) anniversaries of the Grant Date (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional sharesShares, the fractional shares Shares shall be combined into one Share and be exercisable on the earliest Vesting Date. (b) Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) a termination of the Optionee’s employment by reason of the Optionee’s DisabilityDisability Termination, the Option shall become immediately vested and exercisable with respect to one hundred percent (100% %) of the Shares subject to such the unvested Option immediately prior to such event (but only to the extent such the Option has not otherwise terminated, been forfeited or become exercisable). (c) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying Termination, the Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to one hundred percent (100% %) of the Shares subject to such the unvested Option (but only to the extent such the Option has not otherwise terminated, been forfeited or become exercisable). (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient a Subsidiary shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disabilitydies, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated terminated, been forfeited or been forfeitedbecome exercisable) upon such death or Disability.death. ​ ​ (e) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any portion of the Option which is unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above.. ​

Commencement of Exercisability. ​ (a) Except as otherwise provided in Section 3.1(b), (c) or (d) below, so long as the Optionee continues to be employed by the Company or any other Service Recipienta Subsidiary, the Option shall become vested and exercisable with respect to [twenty-five percent (25% %)] of the Shares subject to such the Option on [each of the first four (4) anniversaries of the Grant Date Date] (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional sharesShares, the fractional shares Shares shall be combined into one Share and be exercisable on the earliest Vesting Date. (b) Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) a termination of the Optionee’s employment by reason of the Optionee’s DisabilityDisability Termination, the Option shall become immediately vested and exercisable with respect to one hundred percent (100% %) of the Shares subject to such the unvested Option immediately prior to such event (but only to the extent such the Option has not otherwise terminated, been forfeited or become exercisable). (c) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying Termination, the Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to one hundred percent (100% %) of the Shares subject to such the unvested Option (but only to the extent such the Option has not otherwise terminated, been forfeited or become exercisable).. ​ (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient a Subsidiary shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disabilitydies, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated terminated, been forfeited or been forfeitedbecome exercisable) upon such death or Disabilitydeath. (e) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any portion of the Option which is unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above.. ​

Commencement of Exercisability. (a) Except as otherwise provided in Section 3.1(b), (c) or (d) below, so long as the Optionee continues to be employed by the Company or any other Service Recipienta Subsidiary, the Option shall become vested and exercisable with respect to 25% thirty-three and one-third percent (33 1/3%) of the Shares subject to such the Option on each of the first four (4) third, fourth and fifth anniversaries of the Grant Date (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional sharesShares, the fractional shares Shares shall be combined into one Share and be exercisable on the earliest Vesting Date. (b) Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) a termination of the Optionee’s employment by reason of the Optionee’s DisabilityDisability Termination, the Option shall become immediately vested and exercisable with respect to one hundred percent (100% %) of the Shares subject to such the unvested Option immediately prior to such event (but only to the extent such the Option has not otherwise terminated, been forfeited or become exercisable). (c) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying Termination, the Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to one hundred percent (100% %) of the Shares subject to such the unvested Option (but only to the extent such the Option has not otherwise terminated, been forfeited or become exercisable). (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient a Subsidiary shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disabilitydies, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated terminated, been forfeited or been forfeitedbecome exercisable) upon such death or Disabilitydeath. (e) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any portion of the Option which is unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above.

Commencement of Exercisability. (a) Except as otherwise provided in Section 3.1(b), (c) or (d) below, so So long as the Optionee continues to be employed by the Company or any other Service RecipientSubsidiary, subject to Section 3.1(b) below, the Option shall become vested and exercisable in accordance with respect to 25% of the Shares subject to such Option terms set forth on each of the first four (4) anniversaries of the Grant Date Schedule A (each such datedate of vesting, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting Date. (b) Notwithstanding Section 3.1(a) aboveUnless otherwise provided for in Schedule A, upon a Change in Control of the earliest occurrence Company the Option shall be subject to the provisions set forth in Section 10 of the Plan. (ic) the Optionee’s death, or (ii) Upon a termination of the Optionee’s employment Employment for any reason (other than for Cause by reason the Company or any Subsidiary without Good Reason by the Optionee but which shall include, for the avoidance of doubt, due to the Optionee’s death or Permanent Disability), a pro-rata portion of the installment of the Option shall that would, but for such termination, be scheduled to vest on the next Vesting Date following such termination of Employment will become immediately vested and exercisable with respect to 100% of the Shares subject to such unvested Option immediately prior to such event (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (c) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying Termination, the Option shall become immediately vested and exercisable on upon the date of such Qualifying Termination termination, with respect such pro-rata portion determined based on the number of days the Optionee was employed by the Company or any of its Subsidiaries since the immediately prior Vesting Date, relative to 100% of the Shares subject to such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable)365 days. (d) Notwithstanding Section 3.1(a) abovethe foregoing, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such no portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated or been forfeited) upon such death or Disability. (e) No Option shall become vested or exercisable as to any additional Shares (which do not otherwise become exercisable in accordance with Section 3.1(a), (b) or (c) above) following the Optionee’s termination of employment Employment of the Optionee for any reason, reason and any portion of the Option which is unexercisable as of the Optionee’s termination of employment Employment, shall be immediately terminate and be forfeited cancelled without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above.

Commencement of Exercisability. (a) The Option shall be subject to both performance and service vesting conditions as described in Sections 3.1(b) and (c) below, and will only be vested and exercisable with respect to any of the Shares subject thereto when both the performance and service conditions have been achieved with respect to such Shares (except as otherwise provided in this Section 3.1). (b) The Option will satisfy the performance vesting component (the “Performance Vesting Condition”) with respect to 100% of the Shares subject thereto if, on or prior to the Share Price Goal End Date set forth on Schedule A, the closing price for one Share as listed on the New York Stock Exchange has equaled or exceeded the Share Price Goal set forth on Schedule A for a period greater thanor equal to 21 consecutive trading days. If the Performance Vesting Condition has not been achieved on or prior to the Share Price Goal End Date (and provided that the Option has not otherwise become vested and exercisable in connection with an earlier Change in Control or the Optionee’s termination of employment due to death or Permanent Disability), the Option shall be automatically cancelled without payment upon the Share Price Goal End Date. (c) Except as otherwise provided in this Section 3.1(b), (c) or (d) below, so long as the Optionee continues to be employed by the Company or any other Service Recipient3, the Shares subject to the Option shall become vested and exercisable will satisfy the service vesting component (the “Service Vesting Condition”) with respect to 25100% of the Shares subject to such Option thereto based on each of the first four (4) anniversaries of Optionee’s continued employment with the Grant Company or any Subsidiary through the Share Price Goal End Date (each such date, a the “Service Vesting Date”). To the extent this vesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting Date. (bd) Notwithstanding Section 3.1(aUpon a Change in Control that occurs on or prior to the Share Price Goal End Date, the Option (to the extent it then remains outstanding) aboveshall be deemed to have satisfied the Performance Vesting Condition, upon the earliest occurrence of and (i) if the Optionee’s deathOption is not assumed, continued, or (ii) a termination substituted by the Company or its successor as provided in Section 9 of the Optionee’s employment by reason Plan and the Optionee is employed with the Company or any of its Subsidiaries on the effective date of the Optionee’s DisabilityChange in Control, then, on the effective date of the Change in Control, the Option shall become immediately fully vested and exercisable with respect to 100% of the Shares subject thereto and (ii) if the Option is so assumed, continued or substituted by the Company or its successor, then the Option shall remain subject to such unvested Option immediately satisfaction of the Service Vesting Condition; provided, that, if, prior to such event the Service Vesting Date, the Optionee’s employment with the Company and its Subsidiaries (but only or any successors thereto) is involuntarily terminated by the Company and its Subsidiaries without Cause, terminated by the Optionee for Good Reason, or terminates due to the extent such Option has not otherwise terminatedOptionee’s death, been forfeited Permanent Disability or become exercisable). (c) Notwithstanding Section 3.1(a) aboveRetirement, in the event the Optionee experiences a Qualifying Termination, then the Option shall become immediately fully vested and exercisable on the date of such Qualifying Termination with respect to 100% of the Shares subject to thereto effective upon the date of such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable)termination of employment. (de) Notwithstanding Section 3.1(a) above, in the event Upon a termination of the Optionee’s RetirementEmployment for any reason (other than for Cause by the Company or any Subsidiary, that without Good Reason by the Optionee or due to the Optionee’s death or Permanent Disability) prior to a Change in Control, (i) if the Performance Vesting Condition has been satisfied on or prior to the date of such termination of Employment, a pro rata portion of the Shares subject to the Option that would will be deemed to have satisfied the Service Vesting Condition upon such termination date, which pro rata portion shall be determined by multiplying the total number of Shares subject to the Option by a fraction, the numerator of which is the number of days commencing on the Grant Date and ending on the date of the termination of the Optionee’s Employment and the denominator of which is the number of days from the Grant Date through the Service Vesting Date (such portion, the “Pro Rata Portion of the Option”) and the Option shall automatically expire with respect to the remainder of the Shares subject thereto without becoming exercisable, and (ii) if the Performance Vesting Condition has not been satisfied on or prior to the date of such termination of Employment, the Pro Rata Portion of the Option will be deemed to have satisfied the Service Vesting Condition upon such termination date and shall remain outstanding following such termination and shall vest and become exercisable on the date on which the Performance Vesting Condition is satisfied and the Option shall automatically expire with respect to the remainder of the Shares subject thereto without becoming exercisable; provided, that, if the Performance Vesting Condition is not satisfied on or prior to the Share Price Goal End Date, the Pro Rata Portion of the Option shall be automatically cancelled without payment upon the Share Price Goal End Date. (f) Upon the Optionee’s death or Permanent Disability prior to a Change in Control while the Option remains outstanding, the Option shall become immediately fully vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary respect to 100% of the Grant Date that falls within Shares subject thereto, without regard to whether either the one Service Vesting Condition or Performance Vesting Condition has been satisfied at the time of such termination of Employment. (1g) year period following Notwithstanding the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminatedforegoing, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such no portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated or been forfeited) upon such death or Disability. (e) No Option shall become vested or exercisable as to any additional Shares (which do not otherwise become exercisable in accordance with Sections 3.1(d), (e), or (f) above) following the Optionee’s termination of employment Employment for any reason, reason and any portion of the Option which is unexercisable as of the Optionee’s termination of employment Employment, shall be immediately terminate and be forfeited cancelled without payment therefor. Accordingly, in each case except as otherwise is provided in Section 3.1(bSections 3.1(d), (ce) and (f), if at the time of the Optionee’s termination, the Performance Vesting Condition has not been satisfied, then the Option shall automatically expire without becoming exercisable even if all or (d) abovea portion of the Option has satisfied the Service Vesting Condition.

Commencement of Exercisability. (a) Except as otherwise provided in Section 3.1(b), (c) or (d) below, so long as the Optionee continues to be employed by the Company or any other Service Recipient, the Option shall become vested and exercisable with respect to 25% of the Shares subject to such Option on each of the first four (4) anniversaries of the Grant Date (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting Date. (b) Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) a termination of the Optionee’s employment by reason of the Optionee’s DisabilityDisability Termination, the Option shall become immediately vested and exercisable with respect to 100% of the Shares subject to such unvested Option immediately prior to such event (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (c) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying Termination, the Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to 100% of the Shares subject to such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disabilitydies, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated terminated, been forfeited or been forfeitedbecome exercisable) upon such death or Disabilitydeath. (e) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any Option which is unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above.

Commencement of Exercisability. (a) Except as otherwise provided in Section 3.1(b), (c) or (d) below, so So long as the Optionee continues to be employed by the Company or any other Service Recipientits Subsidiaries through the applicable vesting date, the Option shall become vested and exercisable with respect pursuant to 25the following schedule: December 31, 2009 33 1/3% of the Shares subject to such Option on each of the first four (4) anniversaries of the Grant Date (each such dateDecember 31, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional shares2010 66 2/3% December 31, the fractional shares shall be combined and be exercisable on the earliest Vesting Date.2011 100% (b) Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) a termination of the Optionee’s employment by reason of the Optionee’s Disabilityforegoing, the Option shall become immediately vested and exercisable with respect as to 100% of the Shares shares of Common Stock subject to such unvested Option immediately prior to such event as follows (but only to the extent such Option has not otherwise terminated, been forfeited terminated or become exercisable)): (i) in the event that the Optionee’s employment is terminated by the Company and its Subsidiaries without Cause or the Optionee resigns with Good Reason within the two-year period that commences on the effective date of a Change of Control, but only if such termination occurs at least six months after the Grant Date; or (ii) in the event the Optionee’s employment is terminated as a result of the Optionee’s death or Disability. (c) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying Terminationforegoing, the Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect as to 10050% of the Shares shares of Common Stock subject to such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited terminated or become exercisable)) in the event that the Optionee’s employment is terminated by the Company and its Subsidiaries without Cause or the Optionee resigns with Good Reason within the two-year period that commences on the effective date of a Change of Control, but only if such termination occurs within six months of the Grant Date. (d) Notwithstanding Section 3.1(a) abovethe foregoing, in the event of the Optionee’s Retirement, that no portion of the Option that would have (which does not otherwise become exercisable or vested and exercisable within the one in accordance with Section 3.1(a), (1b) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1c) year following the Optionee’s Retirement date and above) shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated or been forfeited) upon such death or Disability. (e) No Option shall become vested or exercisable as to any additional Shares shares of Common Stock following the Optionee’s termination of employment of the Optionee for any reason, reason and any Option Option, which is unexercisable or not vested as of the Optionee’s termination of employment employment, shall be immediately terminate and be cancelled and/or forfeited by the Optionee without payment consideration therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above.

Commencement of Exercisability. (a) Except as otherwise provided in Section 3.1(b), (c) or (d) below, so long as the Optionee continues to be employed by the Company or any other Service Recipient, the Option shall become vested and exercisable with respect to 2533 1/3% of the Shares subject to such Option on each of the first four (4) third, fourth and fifth anniversaries of the Grant Date (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional shares, the fractional shares shall be combined and be exercisable on the earliest Vesting third anniversary of the Grant Date. (b) Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, death or (ii) a termination of the Optionee’s employment by reason of the Optionee’s Disability, the Option shall become immediately vested and exercisable with respect to 100% of the Shares subject to such unvested Option immediately prior to such event (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (c) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying Termination, the Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to 100% of the Shares subject to such unvested Option (but only to the extent such Option has not otherwise terminated, been forfeited or become exercisable). (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option Option, if any, that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disability, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated or been forfeited) upon such death or Disability. (e) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any portion of the Option which is unvested or unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above.

Commencement of Exercisability. (a) Except as otherwise provided in Section 3.1(b), (c) or (d) below, so long as the Optionee continues to be employed by the Company or any other Service Recipienta Subsidiary, the Option shall become vested and exercisable with respect to twenty-five percent (25% %) of the Shares subject to such the Option on each April 1 of the first four (4) anniversaries of fiscal years following the fiscal year in which the Grant Date occurs (each such date, a “Vesting Date”). To the extent this vesting schedule results in the vesting of fractional sharesShares, the fractional shares Shares shall be combined into one Share and be exercisable on the earliest Vesting Date. (b) Notwithstanding Section 3.1(a) above, upon the earliest occurrence of (i) the Optionee’s death, or (ii) a termination of the Optionee’s employment by reason of the Optionee’s DisabilityDisability Termination, the Option shall become immediately vested and exercisable with respect to one hundred percent (100% %) of the Shares subject to such the unvested Option immediately prior to such event (but only to the extent such the Option has not otherwise terminated, been forfeited or become exercisable). (c) Notwithstanding Section 3.1(a) above, in the event the Optionee experiences a Qualifying Termination, the Option shall become immediately vested and exercisable on the date of such Qualifying Termination with respect to one hundred percent (100% %) of the Shares subject to such the unvested Option (but only to the extent such the Option has not otherwise terminated, been forfeited or become exercisable). (d) Notwithstanding Section 3.1(a) above, in the event of the Optionee’s Retirement, that portion of the Option that would have become vested and exercisable within the one (1) year period following the Optionee’s Retirement date if the Optionee had remained employed with the Company or the applicable Service Recipient a Subsidiary shall remain outstanding for a period of one (1) year following the Optionee’s Retirement date and shall become vested and exercisable on the anniversary of the Grant Date that falls within the one (1) year period following the Optionee’s Retirement date (but only to the extent such portion of the Option has not otherwise terminated, been forfeited or become exercisable); provided, however, that if during such one (1) year period the Optionee dies or incurs a Disabilitydies, such portion of the Option shall instead become immediately vested and exercisable (but only to the extent such portion of the Option has not otherwise terminated terminated, been forfeited or been forfeitedbecome exercisable) upon such death or Disability.death. ​ (e) No Option shall become vested or exercisable as to any additional Shares following the Optionee’s termination of employment for any reason, and any portion of the Option which is unexercisable as of the Optionee’s termination of employment shall immediately terminate and be forfeited without payment therefor, in each case except as otherwise provided in Section 3.1(b), (c) or (d) above.