Common use of TERM OF OPTION AND VESTING Clause in Contracts

TERM OF OPTION AND VESTING. (a) The Term of this Option shall commence on the Effective Date and shall terminate, unless sooner terminated by the terms of the Plan or this Agreement, at: (i) the close of the Company's business on the day preceding the tenth anniversary of the Effective Date, if the Company is open for business on such day; or (ii) the close of the Company's business on the next preceding day that the Company is open for business. (b) Except as provided in (c), (d) and (e) below, all or a portion of this Option will become vested and the Option will be exercisable on April 28, 1998 only to the extent the Fair Market Value of the Common Stock meets or exceeds the Performance Targets described below. A Performance Target shall be deemed to have been met only to the extent the Fair Market Value of the Common Stock meets or exceeds the Performance Target for at least five consecutive trading business days at any time during the Performance Period. ------------------------------------------------- Performance Target Amount Vested ------------------------------------------------- Below $62 Option does not vest $62 33% $67 67% $73 or above 100% ------------------------------------------------- The portion of the Option which shall vest at performance levels between $62 and $73 shall be determined by mathematical interpolation between the respective measuring points. Notwithstanding anything else contained herein to the contrary, the portion of the Option which has become vested under Section (b), if any, shall be reduced by the amount which has become vested pursuant to (c) below. (c) If the Performance Targets described above are met or exceeded during the Interim Performance Period, 50% of the amount which would have become vested in accordance with the above schedule will become vested on April 28, 1997. (d) This Option may become vested pursuant to (b) and (c) above only if the Grantee is an active employee of the Company or a Subsidiary as of the last day of the Performance Period or the Interim Performance Period, as the case may be; provided, however, if the Company involuntarily terminates the employment of the Grantee (other than "For Cause"), the Grantee dies or terminates employment for reason of Disability, or if the Grantee voluntarily terminates employment for "Good Reason," the Option may

TERM OF OPTION AND VESTING. (a) The Term of this Option shall commence on the Effective Date and shall terminate, unless sooner terminated by the terms of the Plan or this Agreement, at: (i) the close of the Company's business on the day preceding the tenth anniversary of the Effective Date, if the Company is open for business on such day; : or (ii) the close of the Company's business on the next preceding day that the Company is open for business. (b) Except as provided in (c), (d) and (e) below, all or a portion of this Option will become vested and the Option will be exercisable on April 28, 1998 only to the extent the Fair Market Value of the Common Stock meets or exceeds the Performance Targets described below. A Performance Target shall be deemed to have been met only to the extent the Fair Market Value of the Common Stock meets or exceeds the Performance Target for at least five consecutive trading business days at any time during the Performance Period. ------------------------------------------------- --------------------------------------------- Performance Target Amount Vested ------------------------------------------------- --------------------------------------------- Below $62 78 Option does not vest $62 78 33% $67 84 67% $73 91 or above 100% ------------------------------------------------- --------------------------------------------- The portion of the Option which shall vest at performance levels between $62 and $73 shall be determined by mathematical interpolation between the respective measuring points. Notwithstanding anything else contained herein to the contrary, the portion of the Option which has shall become vested under Section (b), if any, shall be reduced by the amount which has become vested pursuant to (c) below. (c) If the Performance Targets described above are met or exceeded during the Interim Performance Period, 50% of the amount which would have become vested in accordance with the above schedule will become vested on April 28, 1997. (d) This Option may become vested pursuant to (b) and (c) above only if the Grantee is an active employee of the Company or a Subsidiary as of the last day of the Performance Period or the Interim Performance Period, as the case may be; provided, however, if the Company involuntarily terminates the employment of the Grantee (other than "For Cause"), the Grantee dies or terminates employment for reason of Disability, or if the Grantee voluntarily terminates employment for "Good Reason," the Option maymay continue to vest for such Grantee if the Performance Targets are met during the Performance Period or Interim Performance Period. (e) If the Performance Targets are not met as of the end of the Performance Period, the Options will become vested on April 28, 2002, provided the Grantee is an active employee of the Company or a Subsidiary on that date.