Common use of Commencement of Exercisability Clause in Contracts

Commencement of Exercisability. (a) The Option shall become exercisable in four cumulative installments as follows: (i) The first installment shall consist of twenty-five percent (25%) of the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this Agreement. (b) No portion of the Option, which is an unexercisable installment under Subsection (a) above at Termination of Employment, shall thereafter become exercisable, unless otherwise determined by the Committee. (c) Notwithstanding Subsections 3.1(a) and 3.1(b) above, upon a Change of Control, all Option installments not yet exercisable shall become immediately exercisable.

Commencement of Exercisability. (a) The Subject to Sections 3.1(c), 3.l(d) and 3.3, the Base Option shall vest and become exercisable in four cumulative installments 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 such date as follows, except as otherwise provided herein: (i) The first installment shall consist of twenty-five percent (25%) 10% of the shares covered by the Base Option and shall vest and become exercisable on the first anniversary of the date the Option was granted.December 31, 2015; (ii) The second installment shall consist of an additional twenty five percent (25%) 30% of the shares covered by the Base Option and shall vest and become exercisable on the second anniversary of the date the Option was granted.December 31, 2016; (iii) The third installment shall consist of an additional twenty five percent (25%) 30% of the shares covered by the Base Option and shall vest and become exercisable on the third anniversary of the date the Option was granted.December 31, 2017; and (iv) The fourth installment shall consist of twenty five percent (25%) 30% of the shares covered by the Base Option and shall vest and become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the OptionDecember 31, except as otherwise provided in this Agreement2018. (b) No portion The Outperformance Option shall vest and become exercisable upon a Change in Control occurring as a result of a definitive transaction document entered into by the OptionCompany on or prior to June 30, which is an unexercisable installment under Subsection 2016, provided that the Optionee remains continuously employed or engaged in active service by the Company or any of its Subsidiaries (a) above at and no Termination of Employment, shall thereafter become exercisable, unless Services occurs) from the Grant Date through the occurrence of such Change in Control. Except as set forth in this Section 3.1(b) or as otherwise determined by the Committee, no portion of the Outperformance Option which is unexercisable as of July 1, 2016 shall thereafter become exercisable. (c) Notwithstanding Subsections 3.1(a) and 3.1(b) abovethe foregoing provisions of this Section 3.1 but subject to Section 3.3, upon a Change of in Control, all 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 consummation of such Change in Control, 100% of the Base Option installments not yet exercisable shall become fully vested and exercisable immediately prior to the occurrence of such Change in Control. (d) Upon Termination of Services (i) by the Company without Cause, (ii) by the Optionee for Good Reason, or (iii) due to death or Disability, in each case, during the three-month period immediately prior to any December 31st on which an installment is eligible to vest pursuant to Section 3.1(a), a Prorated Percentage of the shares covered by the Base Option shall become exercisable. ”Prorated Percentage” shall mean the product of (A) the percentage of the shares covered by the Base Option that would have vested had the Optionee remained employed through December 31 of the year in which Termination of Service occurs, and (B) a fraction, the numerator of which is the number of full months of employment or service of the Optionee during the period beginning on the December 31st immediately prior to the Termination of Services and ending on the date of Termination of Services and the denominator of which is twelve (12). Except as set forth in this Section 3.1(d) or as otherwise determined by the Committee, no portion of the Option which is unexercisable at Termination of Services for any reason shall thereafter become exercisable.

Commencement of Exercisability. (a) The Option shall become exercisable in four cumulative installments as follows: (i) The first installment shall consist of twenty-five percent (25%) of the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted. * Refer to attached Notice. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this Agreement. (b) No portion of the Option, which is an unexercisable installment under Subsection (a) above at Termination of Employment, shall thereafter become exercisable, unless otherwise determined by the Committee. (c) Notwithstanding Subsections 3.1(a) and 3.1(b) above, upon a Change of Control, all Option installments not yet exercisable shall become immediately exercisable.

Commencement of Exercisability. (a) The Option shall become exercisable in four five (5) cumulative installments as follows: (i) The first installment shall consist of twentyone-five percent fifth (25%1/5th) of the shares covered by the Option and shall become exercisable on the first anniversary of the date of grant of the Option was granted.(the “First Anniversary Date”); (ii) The second installment shall consist of an additional twenty five percent one-fifth (25%1/5th) of the shares covered by the Option and shall become exercisable on the second first anniversary of the date First Anniversary Date (the Option was granted.“Second Anniversary Date”); (iii) The third installment shall consist of an additional twenty five percent one-fifth (25%1/5th) of the shares covered by the Option and shall become exercisable on the third first anniversary of the date Second Anniversary Date (the Option was granted.“Third Anniversary Date”); (iv) The fourth installment shall consist of twenty five percent one-fifth (25%1/5th) of the shares covered by the Option and shall become exercisable on the fourth first anniversary of the date Third Anniversary Date (the “Fourth Anniversary Date”); and (v) The fifth installment shall consist of one-fifth (1/5th) of the shares covered by the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes and shall become exercisable shall remain exercisable during on the term first anniversary of the Option, except as otherwise provided in this AgreementFourth Anniversary Date (the “Fifth Anniversary Date”). (b) Excluding Saturdays, Sundays, and nationally recognized holidays, if the Optionee is absent from employment for any reason other than vacation for an aggregate period exceeding sixty (60) days during the annual period between the date of grant of the Option and the First Anniversary Date, or any successive Anniversary Date and the following Anniversary Date, then the latter Anniversary Date shall be postponed by the number of all such days of absence. (c) No portion of the Optionoption, which is an unexercisable installment under Subsection (a) above at Termination of EmploymentEmployment of the Employee, shall thereafter become exercisable, unless otherwise determined by the Committee. (c) Notwithstanding Subsections 3.1(a) and 3.1(b) above, upon a Change of Control, all Option installments not yet exercisable shall become immediately exercisable.

Commencement of Exercisability. (a) The Option shall become exercisable in four cumulative installments as follows: (i) The first installment shall consist of twenty-five percent (25%) of the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which that becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this Agreement. (b) No portion of the Option, which is an unexercisable installment under Subsection (a) above at Termination of Employment, shall thereafter become exercisable, unless otherwise determined by the Committee. (c) Notwithstanding Subsections 3.1(a) and 3.1(b) above, upon a Change of Control, all Option installments not yet exercisable shall become immediately exercisable.

Commencement of Exercisability. (a) The Subject to accelerated vesting pursuant to subsection (e) and Section 3.3, 33.33% of the Option shall become exercisable in four cumulative installments provided that the Optionee remains continuously employed in active service by the Company from the Grant Date through such date as follows: (i) The first installment shall consist of twenty-five percent (25%) 4.13333% of the shares covered by the Option and which shall become exercisable on the first anniversary of the date the Option was granted.Grant Date; (ii) The second installment shall consist of an additional twenty five percent (25%) 7.29925% of the shares covered by the Option and which installment shall become exercisable at the rate of 25% of the installment on the second anniversary last day of each calendar quarter in the date the Option was granted.year ending December 31, 2006; (iii) The third installment shall consist of an additional twenty five percent (25%) 7.29925% of the shares covered by the Option and which installment shall become exercisable at the rate of 25% of the installment on the third anniversary last day of each calendar quarter in the date the Option was granted.year ending December 31, 2007; (iv) The fourth installment shall consist of twenty five percent (25%) 7.29925% of the shares covered by the Option and which installment shall become exercisable at the rate of 25% of the installment on the fourth anniversary last day of each calendar quarter in the year ending December 31, 2008; and. (v) The fifth installment shall consist of 7.29925% of the date shares covered by the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each which installment which becomes shall become exercisable shall remain exercisable during at the term rate of 25% of the Optioninstallment on the last day of each calendar quarter in the year ending December 31, except as otherwise provided in this Agreement2009. (b) No portion Subject to subsections (c) and (e) and Section 3.3, 66.66% of the Option, which is an unexercisable installment under Subsection (a) above at Termination shares subject to the Option shall become fully exercisable on the day immediately preceding the eighth anniversary of Employment, shall thereafter become exercisable, unless otherwise determined the Grant Date provided that the Optionee remains continuously employed in active service by the CommitteeCompany from the Grant Date through such date. (c) Notwithstanding Subsections 3.1(asubsection (b) but subject to subsection (e) and 3.1(bSection 3.3: (i) aboveAn installment consisting of 7.2900% of the shares covered by the Option shall become exercisable on March 31, 2006 and an installment consisting of 14.8425% of the shares covered by the Option shall become exercisable on, or within 120 days following, December 31 of each calendar year 2006 through 2009, if the EBITDA as of such December 31 equals or exceeds the applicable EBITDA Target for such year. (ii) If the EBITDA as of the end of any calendar year 2005 through 2009 is less than the applicable EBITDA Target with respect to such year, that portion of the Option that was subject to accelerated exercisability pursuant to Section 3.1(c)(i) with respect to such year shall become exercisable on, or within 120 days following, the first December 31 thereafter as of which (A) the EBITDA as of such December 31 equals or exceeds the applicable EBITDA Target for such year and (B) the Cumulative EBITDA equals or exceeds the applicable Cumulative EBITDA Target through such December 31. (d) The Committee shall determine, in the good faith exercise of its discretion whether the respective EBITDA and Cumulative EBITDA Targets have been met, and shall determine the extent, if any, to which the Option has become exercisable, on any such date as the Committee in the good faith exercise of its sole discretion shall determine; provided, however, that with respect to each calendar year such date shall not be later than the 120th day following December 31 of such calendar year. (e) Notwithstanding the foregoing provisions of this Section 3.1, but subject to Section 3.3 and to the Board’s authority to otherwise accelerate vesting in the exercise of its sole discretion, upon a Change of in Control, which occurs within 4 years of the Closing, through which the Principal Stockholders receive Proceeds greater than or equal to the sum of the Target Amounts with respect to all Investments, the Option installments not yet exercisable shall become fully vested and exercisable immediately prior to the effective date of such Change in Control. (f) No portion of the Option which is unexercisable at Termination of Employment shall thereafter become exercisable.

Commencement of Exercisability. (a) The Subject to subsection (b) and (c) and Section 3.3, provided that Optionee continuously remains a member of the Board, the Option shall become exercisable in four cumulative installments as follows: (i) The first installment shall consist of twentyone-five percent third (25%1/3) of the shares covered by the Option and shall become exercisable on the Grant Date; (ii) The second installment shall consist of one-third (1/3) of the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted.Grant Date; (iiiii) The second third installment shall consist of an additional twenty five percent one-third (25%1/3) of the shares covered by the Option and shall become exercisable on the second anniversary of the Grant Date; (b) Notwithstanding the foregoing provisions of this Section 3.1, but subject to subsection (c), the Options covered by any installment that is still eligible to become exercisable as set forth above shall be exercisable immediately prior to the occurrence of a Change in Control if the Optionee remains continuously an Independent Director of the Company from the Grant Date through the date immediately prior to the Option was granteddate of the Change in Control. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this Agreement. (bc) No portion of the Option, Option which is an unexercisable installment under Subsection (a) above at Termination termination of Employment, Optionee’s directorship shall thereafter become exercisable, unless otherwise determined by the Committee. (c) Notwithstanding Subsections 3.1(a) and 3.1(b) above, upon a Change of Control, all Option installments not yet exercisable shall become immediately exercisable.

Commencement of Exercisability. (a) The Option shall become exercisable in four cumulative installments as follows: (i) The first installment shall consist of twenty-five percent (25%) of the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which that becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this Agreement. Alternatively, Options, granted under this Agreement to employees participating in the Senior Executive or the Executive Leadership Compensation Plans (annual bonus plans), who (i) die, (ii) become disabled (as described in Subsection 3.3(b) below) or (iii) retire under the Company’s retirement plan, have worked for the Company for ten (10) or more years, and have a combination of age and service with the Company of seventy five (75) or more, will vest as of the date of death, disability or Termination of Employment, as applicable. (b) No portion of the Option, Option which is an unexercisable installment under Subsection (a) above at Termination of Employment, Employment shall thereafter become exercisable, unless otherwise determined by the Committee. (c) Notwithstanding Subsections 3.1(a) and 3.1(b) above, upon a Change of Control, all Option installments not yet exercisable shall become immediately exercisable.

Commencement of Exercisability. (a) The Subject to subsection (b) and (c) and Section 3.3, the Option shall become exercisable in four five equal and cumulative installments provided that the Optionee remains continuously employed in active service with the Company from the Grant Date through such date as follows: (i) The first installment shall consist of twenty-five percent 20% of the shares covered by the Option and shall become exercisable on [ , ] (25%the “Initial Vesting Date”); (ii) The second installment shall consist of 20% of the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted.Initial Vesting Date; (iiiii) The second third installment shall consist of an additional twenty five percent (25%) 20% of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted.Initial Vesting Date; (iiiiv) The third fourth installment shall consist of an additional twenty five percent (25%) 20% of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was grantedInitial Vesting Date; and. (ivv) The fourth fifth installment shall consist of twenty five percent (25%) 20% of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this AgreementInitial Vesting Date. (b) No portion Notwithstanding the foregoing provisions of this Section 3.1, but subject to subsection (c), the Options covered by any installment that is still eligible to become exercisable as set forth above shall be exercisable immediately prior to the occurrence of a Change in Control if the Optionee remains continuously employed in active service with the Company from the Grant Date through the date immediately prior to the date of the Option, which is an unexercisable installment under Subsection (a) above at Termination of Employment, shall thereafter become exercisable, unless otherwise determined by the CommitteeChange in Control. (c) Notwithstanding Subsections 3.1(a) and 3.1(b) above, upon a Change No portion of Control, all the Option installments not yet exercisable which is unexercisable at termination of employment shall thereafter become immediately exercisable.

Commencement of Exercisability. (a) The Option shall become exercisable in four cumulative installments as follows: (i) The first installment shall consist of twenty-five percent (25%) of the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this Agreement. (b) No portion of the Option, which is an unexercisable installment under Subsection (a) above at Termination of Employment, shall thereafter become exercisable, unless otherwise determined by the Committee. (c) Notwithstanding Subsections 3.1(a) and 3.1(b) above, upon a Change of Control, all Option installments not yet exercisable shall become immediately exercisable.

Commencement of Exercisability. (a) The Option shall become exercisable in four cumulative installments as follows: (i) The first installment shall consist of twenty-five percent (25%) of the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which that becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this Agreement. Alternatively, Options, granted under this Agreement to employees participating in the Senior Executive Leadership Compensation Plan (annual bonus plan), who (i) die, (ii) become disabled (as described in Subsection 3.3(b) below) or (iii) retire under the Company’s retirement plan, have worked for the Company for ten (10) or more years, and have a combination of age and service with the Company of seventy five (75) or more, will vest as of the date of death, disability or Termination of Employment, as applicable. (b) No portion of the Option, Option which is an unexercisable installment not exercisable under Subsection (a) above at Termination of Employment, Employment shall thereafter become exercisable, unless otherwise determined by the Committee. (c) Notwithstanding Subsections 3.1(a) and 3.1(b) above, upon a Change of Control, all Option installments not yet exercisable shall become immediately exercisable.

Commencement of Exercisability. (a) The Option shall become exercisable in four cumulative installments as follows: (i) The first installment shall consist of twenty-five percent (25%) of the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which that becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this Agreement. Alternatively, Options, granted under this Agreement to employees participating in the Senior Executive Leadership Compensation Plan (annual bonus plan), who (i) die, (ii) become disabled (as described in Subsection 3.3(b) below) or (iii) retire under the Company’s retirement plan, have worked for the Company for ten (10) or more years, and have a combination of age and service with the Company of seventy five (75) or more, will vest as of the date of death, disability or Termination of Employment, as applicable. (b) No portion of the Option, Option which is an unexercisable installment under Subsection (a) above at Termination of Employment, Employment shall thereafter become exercisable, unless otherwise determined by the Committee. (c) Notwithstanding Subsections 3.1(a) and 3.1(b) above, upon a Change of Control, all Option installments not yet exercisable shall become immediately exercisable.

Commencement of Exercisability. (a) The Option shall become exercisable in four cumulative installments as follows: (i) The first installment shall consist of twenty-five percent (25%) of the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which that becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this Agreement. Alternatively, Options, granted to employees participating in the Executive Leadership Compensation Plan (annual bonus plan), who (i) die, (ii) become disabled (as described in Subsection 3.3(b) below) or (iii) retire under the Company’s retirement plan within sixty (60) days of the date of Termination of Employment, have worked for the Company for ten (10) or more years, and have a combination of age and service with the Company of seventy five (75) or more, will vest as of the date of death, disability or Termination of Employment, as applicable. (b) No portion of the Option, which is an unexercisable installment under Subsection (a) above at Termination of Employment, Employment shall thereafter become exercisable, unless otherwise determined by the Committee. (c) Notwithstanding Subsections 3.1(a) and 3.1(b) above, upon a Change of Control, all Option installments not yet exercisable shall become immediately exercisable.

Commencement of Exercisability. (a) The Subject to Sections 3.1(b), 3.1(c) and 3.3, the Option shall become exercisable in four cumulative installments provided that the Optionee remains continuously employed in active service by the Company or any of its Subsidiaries (and no Termination of Services occurs) from the Grant Date through such date as follows: (i) The first installment shall consist of twenty-five percent (25%) of the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) 40% of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted., ; (iiiii) The third second installment shall consist of an additional twenty five percent (25%) 20% of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted., ; (iviii) The fourth third installment shall consist of twenty five percent (25%) 20% of the shares covered by the Option and shall become exercisable on the fourth anniversary of , ; and (iv) The fourth installment shall consist of 20% of the date shares covered by the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes and shall become exercisable shall remain exercisable during on the term fifth anniversary of the Option, except as otherwise provided in this Agreement. (b) No portion Notwithstanding the foregoing provisions of this Section 3.1 but subject to Section 3.1(c) and Section 3.3, upon a Change in Control, provided that the Option, which is an unexercisable installment under Subsection Optionee remains continuously employed in active service by the Company or any of its Subsidiaries (a) above at and no Termination of EmploymentServices occurs) from the Grant Date through the consummation of such Change in Control, the Option shall thereafter become exercisable, unless otherwise determined by fully vested and exercisable immediately prior to the Committeeeffective date of such Change in Control. (c) Notwithstanding Subsections 3.1(a) and 3.1(b) above, upon a Change No portion of Control, all the Option installments not yet exercisable which is unexercisable at Termination of Services for any reason shall thereafter become immediately exercisable.

Commencement of Exercisability. (a) The Subject to subsection (c) and Section 3.3, 100% of the Option shall become exercisable in four five equal and cumulative installments as follows:set forth below; (i) The first installment shall consist of twenty-five percent (25%) 20% of the shares covered by the such Option and shall become vested and exercisable on the first anniversary of the date the Option was granted.October 6, 2004; (ii) The second installment shall consist of an additional twenty five percent (25%) 20% of the shares covered by the such Option and shall become vested and exercisable on the second anniversary of the date the Option was granted.October 6, 2005; (iii) The third installment shall consist of an additional twenty five percent (25%) 20% of the shares covered by the such Option and shall become vested and exercisable on the third anniversary of the date the Option was granted.October 6, 2006; (iv) The fourth installment shall consist of twenty five percent (25%) 20% of the shares covered by the such Option and shall become vested and exercisable on the fourth anniversary October 6, 2007; and (v) The fifth installment shall consist of 20% of the date the shares covered by such Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes and shall become vested and exercisable shall remain exercisable during the term of the Optionon October 6, except as otherwise provided in this Agreement2008. (b) No Notwithstanding the foregoing provisions of this Section 3.1, upon the occurrence of a Change in Control, the unvested portion of the OptionOption shall, which is an unexercisable installment under Subsection (a) above at Termination immediately prior to the effective date of Employmentsuch Change in Control, shall thereafter automatically become exercisable, unless otherwise determined by the Committeeexercisable in full. (c) Notwithstanding Subsections 3.1(a) No portion of the Option which is not vested and 3.1(b) above, upon exercisable at a Change Termination of Control, all Option installments not yet exercisable Employment shall thereafter become immediately vested and exercisable.

Commencement of Exercisability. (a) The Option shall become exercisable in four cumulative installments as follows: (i) The first installment shall consist of twenty-five percent (25%) of the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted. (ii) The second installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted. (iii) The third installment shall consist of an additional twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted. (iv) The fourth installment shall consist of twenty five percent (25%) of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which that becomes exercisable shall remain exercisable during the term of the Option, except as otherwise provided in this Agreement. Alternatively, Options, granted under this Agreement to employees participating in the Senior Executive or the Executive Leadership Compensation Plans (annual bonus plans), who (i) die, (ii) become disabled (as described in Subsection 3.3(b) below) or (iii) retire under the Company’s retirement plan, have worked for the Company for ten (10) or more years, and have a combination of age and service with the Company of seventy five (75) or more, will vest as of the date of death, disability or Termination of Employment, as applicable. (b) No portion of the Option, Option which is an unexercisable installment not exercisable under Subsection (a) above at Termination of Employment, Employment shall thereafter become exercisable, unless otherwise determined by the Committee. (c) Notwithstanding Subsections 3.1(a) and 3.1(b) above, upon a Change of Control, all Option installments not yet exercisable shall become immediately exercisable.

Commencement of Exercisability. (a) The Subject to subsection (e) and Section 3.3, 50% of the Option shall become exercisable in four equal and cumulative installments provided that the Optionee remains continuously employed in active service by the Company from the Grant Date through such date as follows: (i) The first installment shall consist of twenty-five percent (25%) 12.5% of the shares covered by the Option and shall become exercisable on the first anniversary of the date the Option was granted.December 31, 2005; (ii) The second installment shall consist of an additional twenty five percent (25%) 12.5% of the shares covered by the Option and shall become exercisable on the second anniversary of the date the Option was granted.December 31, 2006; (iii) The third installment shall consist of an additional twenty five percent (25%) 12.5% of the shares covered by the Option and shall become exercisable on the third anniversary of the date the Option was granted.December 31, 2007; and (iv) The fourth installment shall consist of twenty five percent (25%) 12.5% of the shares covered by the Option and shall become exercisable on the fourth anniversary of the date the Option was granted. The installments provided for in this Subsection (a) are cumulative. Each installment which becomes exercisable shall remain exercisable during the term of the OptionDecember 31, except as otherwise provided in this Agreement2008. (b) No portion Subject to subsections (c) and (e) and Section 3.3, 50% of the Option, which is an unexercisable installment under Subsection (a) above at Termination shares subject to the Option shall become fully exercisable on the eighth anniversary of Employment, shall thereafter become exercisable, unless otherwise determined the Grant Date provided that the Optionee remains continuously employed in active service by the CommitteeCompany from the Grant Date through such date. (c) Notwithstanding Subsections subsection (b) but subject to subsections (e) and (f) and Section 3.3: (i) An installment consisting of 10% of the shares covered by the Option shall become exercisable on December 31 of each calendar year 2005 through 2009 if the EBITDA as of such December 31 equals or exceeds the applicable EBITDA Target for such year and the Return on Invested Capital Threshold for such year is met; provided that such installment shall not be exercisable until the EBITDA and Return on Invested Capital as of such December 31, have been determined (in all events to occur not more than 80 days following such December 31); provided, that in the event that such targets have been met for a period, the applicable installments shall be deemed to be exercisable notwithstanding that the Optionee had a Termination of Employment (other than by the Company for Cause or by the Optionee without Good Reason) after such December 31, but prior to the determination of EBITDA and Return on Invested Capital. (ii) If the EBITDA as of the end of any calendar year 2005 through 2008 is less than the applicable EBITDA Target with respect to such year (any such year a “Missed Year”), that portion of the Option that was subject to accelerated exercisability pursuant to Section 3.1(c)(i) with respect to the Missed Year (and which did not become exercisable with respect to such Missed Year) shall become exercisable on December 31 of the calendar year immediately following the Missed Year, provided that the EBITDA as of such immediately following December 31 equals or exceeds the applicable EBITDA Target for the calendar year immediately following the Missed Year; provided that such installment shall not be exercisable until the EBITDA and Return on Invested Capital as of such December 31, have been determined (in all events to occur not more than 80 days following such December 31); provided, that in the event that such targets have been met for a period, the applicable installments shall be deemed to be exercisable notwithstanding that the Optionee had a Termination of Employment (other than by the Company for Cause or by the Optionee without Good Reason) after such December 31, but prior to the determination of EBITDA and Return on Invested Capital. (d) The Committee shall make the determination as to whether the respective EBITDA Targets have been met, and shall determine the extent, if any, to which the Option has become exercisable, on any such date after the applicable date of determination as the Committee in its sole discretion shall reasonably determine in good faith; provided, however, that with respect to each calendar year such date shall not be later than the 80th day following December 31 of such calendar year and shall provide prompt written notice to the Optionee of such determination. (e) Notwithstanding the foregoing provisions of this Section 3.1, but subject to Section 3.3, (i) any portion of the Option described in Section 3.1(a) that has not theretofore become vested and exercisable shall become fully vested and exercisable immediately prior to the effective date of a Change in Control and (ii) the Option shall become vested and exercisable with respect to all shares that, as of the date of a Change in Control (A) are eligible to become vested pursuant to Section 3.1(c)(i) above and (B) if the Change in Control occurs following July 1 of any year and the Committee determines in good faith that absent such Change in Control the applicable EBITDA Target would be met with respect to such year, are eligible to become vested pursuant to Section 3.1(c)(ii) above (but the Option shall not become vested with respect to any shares that are eligible to become vested only upon the eighth anniversary of the date of grant pursuant to Section 3.1(b) above). (f) Except as set forth in Section 3.1(c), upon a Change no portion of Control, all the Option installments not yet exercisable which is unexercisable at Termination of Employment shall thereafter become immediately exercisable.