Common use of Vesting and Exercisability Clause in Contracts

Vesting and Exercisability. (a) Options to purchase 87,500 shares, 43,750 shares and 43,750 shares, respectively, will vest on the first three anniversaries of the Start Date (as defined in the Employment Agreement). (b) If the Employee's employment with the Company terminates for any reason prior to the time that the Option has been fully exercised, the unexercised portion of the Option on the date of termination of employment (whether exercisable or not) shall immediately expire; provided, however, that (i) if the Employee's employment is terminated by reason of the Employee's disability (pursuant to Section 3.3 of the Employment Agreement), all portions of the Option that are vested at the time of termination shall remain exercisable for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) in the event of the death of the Employee while in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from the date of such death or until the expiration of the Exercise Period, whichever is shorter; and (iii) in the event the Employee is terminated without "Cause" (as defined in the Employment Agreement), or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the Option shall become fully vested and exercisable and may be exercised for a period of five years from the date of such termination of employment or until the expiration of the Exercise Period, whichever is shorter. (c) The Board of Directors may, in the event the Executive's employment is terminated for Cause (as provided for in the Employment Agreement), annul the Option and, in such event, may require the Executive to return to the Company the economic benefit of any Option Shares purchased hereunder by the Executive within the six month period prior to the date of termination. In such event, the Executive hereby agrees to remit to the Company, in cash, an amount equal to the difference between the fair market value of the Option Shares on the date of termination (or the sales price of such Shares if the Option Shares were sold during such six month period) and the exercise price of such Shares.

Vesting and Exercisability. (a) Options to purchase 87,500 shares, 43,750 shares and 43,750 shares, respectively, will vest on the first three anniversaries No portion of the Start Date (as defined in the Employment Agreement)this Stock Option may be exercised until such portion shall have vested. (b) If Except as set forth below and in Section 6, and subject to the Employeedetermination of the Compensation Committee of the Board of Directors of the Company or the Board of Directors of the Company, as applicable (the "Committee"), in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable as provided in Schedule A hereto. ---------- (c) In the event that the Optionee's employment Service Relationship (as hereinafter defined) with the Company and its subsidiaries terminates for any reason prior or under any circumstances, including the Optionee's resignation, retirement or termination by the Company, upon the Optionee's death or disability, or for any other reason, regardless of the circumstances thereof, or in the event that as of October 1, 1997, the Optionee has failed to permanently relocate to the time that the greater New York Metropolitan area, this Stock Option has been fully exercised, the unexercised portion shall no longer vest or become exercisable with respect to any Option Shares not vested as of the Option on the date of termination of employment (whether exercisable or not) shall immediately expire; provided, however, that (i) if the Employee's employment is terminated by reason of the Employee's disability (pursuant to Section 3.3 of the Employment Agreement), all portions of the Option that are vested at the time of termination shall remain exercisable for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) in the event of the death of the Employee while in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from and after the date of such death termination, except as provided in Section 1(d) and Section 5 of Schedule A hereto, and this ---------- Stock Option may thereafter be exercised, to the extent it was vested and exercisable on such date of such termination or as of October 1, 1997, if applicable, until the expiration Expiration Date contemplated by Section 1(d). Except as the Committee may otherwise determine, after either such event this Stock Option shall be null and void as to any Option Shares not then vested. For purposes hereof, a "Service Relationship" shall mean any relationship as an employee, part-time employee or consultant of the Exercise PeriodCompany or any subsidiary of the Company such that, whichever is shorter; and (iii) for example, a Service Relationship shall be deemed to continue without interruption in the event the Employee Optionee's status changes from full-time employee to part-time employee or consultant. (d) Once any portion of this Stock Option becomes vested and exercisable, it shall continue to be exercisable by the Optionee or his successors as contemplated herein at any time or times prior to the earlier of (i) the date which is terminated 12 months following the date on which the Optionee's Service Relationship with the Company and its subsidiaries terminates due to death or disability or for three months following the date on which the Optionee's Service Relationship with the Company and its subsidiaries terminates if the termination is due to any other reason, except as provided in Section 5 of Schedule A, or (ii) June 9, 2007, subject to the provisions hereof, ---------- including, without limitation, Section 7 hereof which provides for the termination of unexercised options upon completion of certain transactions as described therein (the "CauseExpiration Date"). (e) It is understood and intended that this Stock Option shall qualify as an "incentive stock option" (as defined in Section 422 of the Employment Agreement)Code. Accordingly, the Optionee understands that in order to obtain the benefits of an incentive stock option under Section 422 of the Code, no sale or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the Option shall become fully vested and exercisable and other disposition may be exercised for a period of five years from the date of such termination of employment or until the expiration of the Exercise Period, whichever is shorter. (c) The Board of Directors may, in the event the Executive's employment is terminated for Cause (as provided for in the Employment Agreement), annul the Option and, in such event, may require the Executive to return to the Company the economic benefit made of any Option Shares purchased hereunder within the one-year period beginning on the day after the day of the transfer of such Option Shares to him, nor within the two-year period beginning on the day after the grant of this Stock Option, and that exercise of this Stock Option must occur while Optionee is an employee of the Company or within three months after he ceases to be an employee of the Company (or twelve months in the case of death or disability). If the Optionee disposes (whether by sale, gift, transfer or otherwise) of any such Option Shares within either of these holding periods, he will notify the Company within thirty (30) days after such disposition. The Optionee also agrees to provide the Company with any information concerning any such dispositions required by the Executive within the six month period prior to the date of termination. In such event, the Executive hereby agrees to remit to the Company, in cash, an amount equal to the difference between the fair market value of the Option Shares on the date of termination (or the sales price of such Shares if the Option Shares were sold during such six month period) and the exercise price of such SharesCompany for tax purposes.

Vesting and Exercisability. (a) Options Subject to purchase 87,500 sharesaccelerated vesting and exercisability in the discretion of the Committee as permitted by the Plan, 43,750 shares and 43,750 sharessubject to the provisions relating to expiration of the Option under Section 5 below, respectively, will the Option shall vest and first become exercisable in accordance with the following schedule: (i) The Option shall become vested and first exercisable as to one-half (1/2) of the underlying Shares to which the Option relates on the first three anniversaries anniversary of the Start Date Grant Date; provided the Participant remains an Employee, Director or Consultant of the Company or a Subsidiary on such date; (ii) The Option shall become vested and first exercisable as defined in to the Employment Agreement)remaining one-half (1/2) of the Shares to which the Option relates on the second anniversary of the Grant Date; provided the Participant remains an Employee, Director or Consultant of the Company or a Subsidiary on such date. (b) If Nothing herein limits the Employee's employment with the Company terminates for any reason prior to the time that the Option has been fully exercised, the unexercised portion discretionary authority of the Option on the date of termination of employment (whether exercisable or not) shall immediately expire; provided, however, that (i) if the Employee's employment is terminated by reason of the Employee's disability (pursuant to Section 3.3 of the Employment Agreement), all portions of the Option that are vested at the time of termination shall remain exercisable for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) in the event of the death of the Employee while in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee Committee under the will of the Employee for a period of one year from the date of such death Plan to waive vesting or until the expiration of the Exercise Period, whichever is shorter; and (iii) forfeiture provisions in the event the Employee is terminated without "Cause" (as defined whole or in the Employment Agreement), or Executive terminates his employment for "Good Reason" (as defined part in the Employment Agreement), then the Option shall become fully vested and exercisable and may be exercised for a period of five years from the date of such termination of employment or until the expiration of the Exercise Period, whichever is shorterspecial circumstances. (c) The Board of Directors may, in In the event that the ExecutiveParticipant's employment is terminated for Cause (service as provided for in the Employment Agreement)an Employee, annul the Option and, in such event, may require the Executive to return to Director or Consultant with the Company the economic benefit and/or its Subsidiaries ceases for any reason (whether voluntarily or involuntarily, including on account of any Option Shares purchased hereunder by the Executive within the six month period death, disability, resignation, retirement or discharge with or without cause) prior to an otherwise applicable vesting date for any portion of the date of termination. In such eventOption, the Executive hereby agrees to remit to Participant shall immediately and automatically forfeit and relinquish all of the Company, in cash, an amount equal to the difference between the fair market value then unvested portion of the Option Shares on (computed after taking into account any accelerated vesting of such Option under Section 4(b) above) without any right to receive any compensation, remuneration or other payment therefor. Neither the date Participant nor any of termination (the Participant's successors, heirs, assigns or personal representatives shall have any rights or interests in any portion of the Option that is so forfeited. For avoidance of doubt, transfers of employment between Subsidiaries or the sales price Company shall not be treated as terminations of such Shares if employment triggering forfeiture of the Option Shares were sold during such six month period) and the exercise price of such SharesOption.

Vesting and Exercisability. (a) Options Subject to purchase 87,500 sharesthe Plan and this Agreement, 43,750 shares the Option shall become vested and 43,750 sharesexercisable (to the extent vested and exercisable, respectivelythe “Vested Options”) as to 20% of the Option Shares on each of the first five anniversaries of (Vest date, will vest 2015) (each, a “Vesting Date”), so long as the Optionee continues to be an employee or Key Non-Employee of the Company or its Affiliates at all times from the Grant Date through each Vesting Date. All vesting shall cease upon the date the Optionee ceases to be an employee or Key Non-Employee of the Company or an Affiliate. The foregoing notwithstanding, if the Optionee’s employment or engagement is terminated by the Company or an Affiliate without cause, the Option Shares which would otherwise have vested on the first three anniversaries of Vesting Date next following such termination shall become Vested Shares on the Start Date (as defined in date the Employment Agreement)Optionee’s employment or engagement terminates. (b) If the Employee's employment with the Company terminates for any reason prior to the time that the The Option has been fully exercised, the unexercised portion of the Option on the date of termination of employment (whether exercisable or not) shall immediately expire; provided, however, that (i) if the Employee's employment is terminated by reason of the Employee's disability (pursuant to Section 3.3 of the Employment Agreement), all portions of the Option that are vested at the time of termination shall remain exercisable for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) in the event of the death of the Employee while in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from the date of such death or until the expiration of the Exercise Period, whichever is shorter; and (iii) in the event the Employee is terminated without "Cause" (as defined in the Employment Agreement), or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the Option shall become fully vested and exercisable and may be exercised for a period only with respect to Option Shares issuable upon the exercise of five years from the date of such termination of employment or until the expiration of the Exercise Period, whichever is shorterany Vested Options. (c) The Board of Directors may, in the event the Executive's employment is terminated for Cause (as provided for in the Employment Agreement), annul Optionee shall not be entitled to exercise the Option and, in such event, may require the Executive to return and no Shares of Common Stock shall be issued pursuant to the Company exercise of the economic benefit of any Option Shares purchased hereunder by unless the Executive within the six month period prior to the date of termination. In such event, the Executive hereby agrees to remit Optionee becomes a signatory to the Company’s Shareholders Agreement, the 2011 Shareholders Agreement and the Registration Rights Agreement by executing joinder agreements thereto whereby the Optionee shall be deemed to have adopted and to have agreed to be bound by all of the provisions of such agreements. (d) For the avoidance of doubt, the limitations on the Optionee’s ability to exercise the Option contained in cashthis Agreement are independent, an amount equal and the Option shall only be exercisable to the difference between the fair market value of the Option Shares on the date of termination (or the sales price extent that none of such Shares if the Option Shares were sold during such six month period) and the exercise price of such Shareslimitations apply.

Vesting and Exercisability. (a) Options Subject to purchase 87,500 sharesthe Plan and this Agreement, 43,750 shares the Option shall become vested and 43,750 sharesexercisable (to the extent vested and exercisable, respectively, will vest the “Vested Options”) as to 20% of the Option Shares on each of the first three five anniversaries of the Start Grant Date (each, a “Vesting Date”), for each such Vesting Date subject to the Optionee’s continued service as an employee or Key Non-Employee of the Company or its Affiliates at all times from the Grant Date through that Vesting Date (but not any subsequent Vesting Date(s)).In addition, upon a Company Sale (as defined on Exhibit A), the Option shall fully vest, subject to the Optionee’s continued service as an employee or Key Non-Employee through the date of such Company Sale. All vesting shall cease upon the date the Optionee ceases to be an employee or Key Non-Employee of the Company or an Affiliate. The foregoing notwithstanding, if the Optionee’s employment or engagement is terminated by the Company or an Affiliate without Cause or by the Optionee for Good Reason (in both cases, as defined in the Employment AgreementOptionee’s employment agreement), the Options which would otherwise have vested on the Vesting Date next following such termination shall become Vested Options on the date the Optionee’s employment or engagement terminates (defined as the Termination Date in the Optionee’s employment agreement). (b) If the Employee's employment with the Company terminates for any reason prior to the time that the The Option has been fully exercised, the unexercised portion of the Option on the date of termination of employment (whether exercisable or not) shall immediately expire; provided, however, that (i) if the Employee's employment is terminated by reason of the Employee's disability (pursuant to Section 3.3 of the Employment Agreement), all portions of the Option that are vested at the time of termination shall remain exercisable for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) in the event of the death of the Employee while in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from the date of such death or until the expiration of the Exercise Period, whichever is shorter; and (iii) in the event the Employee is terminated without "Cause" (as defined in the Employment Agreement), or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the Option shall become fully vested and exercisable and may be exercised for a period only with respect to Option Shares issuable upon the exercise of five years from the date of such termination of employment or until the expiration of the Exercise Period, whichever is shorterany Vested Options. (c) The Board of Directors may, in the event the Executive's employment is terminated for Cause (as provided for in the Employment Agreement), annul Optionee shall not be entitled to exercise the Option and, in such event, may require the Executive to return and no Shares of Class B-1 Common Stock shall be issued pursuant to the Company the economic benefit of any Option Shares purchased hereunder by the Executive within the six month period prior to the date of termination. In such event, the Executive hereby agrees to remit to the Company, in cash, an amount equal to the difference between the fair market value exercise of the Option Shares unless the Optionee becomes a signatory to the Shareholders Agreement, the 2011 Shareholders Agreement and the Registration Rights Agreement, in each case, by executing a joinder agreement thereto whereby the Optionee shall be deemed to have adopted and to have agreed to be bound by all of the provisions of such agreements. (d) For the avoidance of doubt, the limitations on the date of termination (or Optionee’s ability to exercise the sales price Option contained in this Agreement are independent, and the Option shall only be exercisable to the extent that none of such Shares if the Option Shares were sold during such six month period) and the exercise price of such Shareslimitations apply.

Vesting and Exercisability. (a) Options to purchase 87,500 shares, 43,750 shares and 43,750 shares, respectively, will vest on the first three anniversaries No portion of the Start Date (as defined in the Employment Agreement)this Stock Option may be exercised until such portion shall have vested. (b) If Except as set forth below and in Section 6, and subject to the Employee's employment determination of the Compensation Committee of the Board of Directors of the Company or the Board of Directors of the Company, as applicable (the “Committee”), in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable with respect to the following number of Option Shares on the respective dates indicated: Once any portion of this Stock Option becomes vested and exercisable, it shall continue to be exercisable at any time or times prior to the Expiration Date, subject to the provisions hereof and of the Plan, including, without limitation, Section 5 of the Plan and Section 6 hereof which provide for the termination of unexercised options upon completion of certain transactions described therein. (c) In the event that the Optionee’s Service Relationship (as hereinafter defined) with the Company and its subsidiaries terminates for any reason prior to or under any circumstances, including the time that Optionee’s resignation, retirement or termination by the Option has been fully exercisedCompany, upon the unexercised portion Optionee’s death or disability, or for any other reason, regardless of the circumstances thereof, this Stock Option on the date shall no longer vest or become exercisable with respect to any Option Shares not vested (or which do not vest) as of termination of employment (whether exercisable or not) shall immediately expire; provided, however, that (i) if the Employee's employment is terminated by reason of the Employee's disability (pursuant to Section 3.3 of the Employment Agreement), all portions of the Option that are vested at the time of termination shall remain exercisable for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) in the event of the death of the Employee while in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from and after the date of such death or termination, and this Stock Option may thereafter be exercised, to the extent it was vested and exercisable on such date of such termination, until the expiration Expiration Date contemplated by Section 1(d), except as the Committee may otherwise determine. For purposes hereof, a “Service Relationship” shall mean any relationship as an employee, part-time employee or consultant of the Exercise PeriodCompany or any subsidiary of the Company such that, whichever is shorter; and (iii) for example, a Service Relationship shall be deemed to continue without interruption in the event the Employee is terminated without "Cause" (as defined in the Employment Agreement), Optionee’s status changes from full-time employee to part-time employee or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the Option shall become fully vested and exercisable and may be exercised for a period of five years from the date of such termination of employment or until the expiration of the Exercise Period, whichever is shorterconsultant. (c) The Board of Directors may, in the event the Executive's employment is terminated for Cause (as provided for in the Employment Agreement), annul the Option and, in such event, may require the Executive to return to the Company the economic benefit of any Option Shares purchased hereunder by the Executive within the six month period prior to the date of termination. In such event, the Executive hereby agrees to remit to the Company, in cash, an amount equal to the difference between the fair market value of the Option Shares on the date of termination (or the sales price of such Shares if the Option Shares were sold during such six month period) and the exercise price of such Shares.

Vesting and Exercisability. (a) Options Subject to purchase 87,500 sharesthe Plan and this Agreement, 43,750 shares the Option shall become vested and 43,750 sharesexercisable (to the extent vested and exercisable, respectively, will vest the “Vested Options”) as to 20% of the Option Shares on each of the first three five anniversaries of the Start Grant Date (each, a “Vesting Date”), for each such Vesting Date subject to the Optionee’s continued service as an employee or Key Non-Employee of the Company or its Affiliates at all times from the Grant Date through that Vesting Date (but not any subsequent Vesting Date(s)). In addition, upon a Company Sale (as defined on Exhibit A), the Option shall fully vest, subject to the Optionee’s continued service as an employee or Key Non-Employee through the date of such Company Sale. All vesting shall cease upon the date the Optionee ceases to be an employee or Key Non-Employee of the Company or an Affiliate. The foregoing notwithstanding, if the Optionee’s employment or engagement is terminated by the Company or an Affiliate without Cause or by the Optionee for Good Reason (in both cases, as defined in the Employment AgreementOptionee’s employment agreement), the Options which would otherwise have vested on the Vesting Date next following such termination shall become Vested Options on the date the Optionee’s employment or engagement terminates (defined as the Termination Date in the Optionee’s employment agreement). (b) If the Employee's employment with the Company terminates for any reason prior to the time that the The Option has been fully exercised, the unexercised portion of the Option on the date of termination of employment (whether exercisable or not) shall immediately expire; provided, however, that (i) if the Employee's employment is terminated by reason of the Employee's disability (pursuant to Section 3.3 of the Employment Agreement), all portions of the Option that are vested at the time of termination shall remain exercisable for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) in the event of the death of the Employee while in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from the date of such death or until the expiration of the Exercise Period, whichever is shorter; and (iii) in the event the Employee is terminated without "Cause" (as defined in the Employment Agreement), or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the Option shall become fully vested and exercisable and may be exercised for a period only with respect to Option Shares issuable upon the exercise of five years from the date of such termination of employment or until the expiration of the Exercise Period, whichever is shorterany Vested Options. (c) The Board of Directors may, in the event the Executive's employment is terminated for Cause (as provided for in the Employment Agreement), annul Optionee shall not be entitled to exercise the Option and, in such event, may require the Executive to return and no Shares of Common Stock shall be issued pursuant to the Company the economic benefit of any Option Shares purchased hereunder by the Executive within the six month period prior to the date of termination. In such event, the Executive hereby agrees to remit to the Company, in cash, an amount equal to the difference between the fair market value exercise of the Option Shares unless the Optionee becomes a signatory to the Shareholders Agreement, the 2011 Shareholders Agreement and the Registration Rights Agreement, in each case, by executing a joinder agreement thereto whereby the Optionee shall be deemed to have adopted and to have agreed to be bound by all of the provisions of such agreements. (d) For the avoidance of doubt, the limitations on the date of termination (or Optionee’s ability to exercise the sales price Option contained in this Agreement are independent, and the Option shall only be exercisable to the extent that none of such Shares if the Option Shares were sold during such six month period) and the exercise price of such Shareslimitations apply.

Vesting and Exercisability. (a) Options Subject to purchase 87,500 sharesthe provisions of Sections 2(b) and (c), 43,750 shares and 43,750 shares, respectively, this Option Award will vest on and become exercisable in accordance with the first three anniversaries vesting schedule set forth above, if the Participant remains in continuous service with the Company as of each applicable vesting date (each, a “Vesting Date”) and has not received a notice of termination from the Start Date (as defined in the Employment Agreement)Company prior to such Vesting Date. (b) If Upon a Change of Control that occurs following the Employee's employment Date of Grant while the Participant remains in continuous service with the Company terminates for any reason prior to the time that the Option has been fully exercised, the unexercised portion of the Option on the date of termination of employment (whether exercisable or not) shall immediately expire; provided, however, that (i) if the Employee's employment is terminated by reason of the Employee's disability (pursuant to Section 3.3 of the Employment Agreement), all portions of the Option that are vested at the time of termination shall remain exercisable for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) in the event of the death of the Employee while in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from the date of such death or until the expiration of the Exercise Period, whichever is shorter; and (iii) in the event the Employee is terminated without "Cause" (as defined in the Employment Agreement), or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the Option Participant shall become fully vested and exercisable and may be exercised in all Options remaining unvested as of such date. (c) If a Participant’s service to the Company is terminated for a period Cause at any time, all of five years from such Participant’s rights to exercise the Option (whether vested or unvested) shall terminate on the date of such termination of employment service and this Grant Agreement will be of no further force or until the expiration of the Exercise Period, whichever is shortereffect. (cd) The Board For purposes of Directors maythis Grant Agreement, “Cause” shall have the meaning ascribed to such term in any employment agreement between Participant and the Company, or, if no such agreement exists, then “Cause” shall mean: (i) a material breach by the Participant of his or her fiduciary or other duties to the Company; (ii) a material breach or violation by the Participant of the terms of this Grant Agreement or any other agreement between the Participant and the Company, or of any of the Company’s policies, practices, or procedures, which remains uncured for a period of 30 days following the Participant’s receipt of written notice specifying the nature of the breach or violation, or, where such breach or violation is not subject to or capable of cure, effective immediately; (iii) the commission by the Participant of any act of embezzlement, fraud, larceny or theft on or from the Company; (iv) substantial and continuing willful neglect or inattention by the Participant of the duties of his or her employment or other service, refusal to perform the lawful and reasonable directives of superiors, or the willful misconduct or gross negligence of the Participant in connection with the performance of such duties which remain uncured for a period of 30 days following the Participant’s receipt of written notice specifying the nature of the misconduct, or, where such misconduct is not subject to or capable of cure, effective immediately; (v) the commission by the Participant of any crime involving moral turpitude or a felony; or (vi) the Participant’s performance or omission of any act which, in the event the Executive's employment is terminated for Cause (as provided for in the Employment Agreement), annul the Option and, in such event, may require the Executive to return to the Company the economic benefit judgment of any Option Shares purchased hereunder by the Executive within the six month period prior to the date of termination. In such event, the Executive hereby agrees to remit to the Company, in cash, an amount equal if known to the difference between the fair market value customers, clients, stockholders or any regulators of the Option Shares Company, would have a material adverse impact on the date business of termination (or the sales price of such Shares if the Option Shares were sold during such six month period) and the exercise price of such SharesCompany.

Vesting and Exercisability. (a) Options Subject to purchase 87,500 sharesSection 2(b) and Section 2(c) hereof, 43,750 shares the Option shall vest and 43,750 shares, respectively, become exercisable as follows: 50% of the Option will vest on each of the first three and second anniversaries of the Start date hereof, provided that the Holder remains continuously employed by the Corporation or a Subsidiary from the Award Date through (as defined in the Employment Agreement)and including) each such respective vesting date. (b) If Notwithstanding the Employee's employment with the Company terminates for any reason prior to the time that the Option has been fully exercisedprovisions of Section 2(a) hereof, the unexercised portion of the Option on the date of termination of employment (whether exercisable or not) shall immediately expire; provided, however, that (i) if the Employee's employment is terminated by reason of the Employee's disability (pursuant to Section 3.3 of the Employment Agreement), all portions of the Option that are vested at the time of termination shall remain exercisable for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) in the event of the Holder’s death of or Disability, the Employee while Holder shall immediately be vested in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from the date of such death or until the expiration of the Exercise Period, whichever is shorter; and (iii) in the event the Employee is terminated without "Cause" (as defined in the Employment Agreement), or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the Option shall become fully vested and be exercisable and may be exercised for a period of five years from the date of such termination of employment or until the expiration of the Exercise Period, whichever is shorterperiods provided in Section 4 hereof. (c) The Board Notwithstanding the provisions of Directors maySection 2(a) hereof, in the event (i) the Executive's employment Holder is terminated by the Corporation and/or Subsidiary without Cause, (ii) the Holder’s employment with the Corporation and/or Subsidiary is terminated by the Holder by reason of the Holder’s resignation for Cause Good Reason, or (as provided for iii) of the Holder’s retirement from the Corporation and all Subsidiaries on or after his 65th birthday, the Holder shall immediately be vested in the Employment Agreement), annul Option and the Option and, shall be exercisable for the periods provided in such event, may require Section 4 hereof. (d) In the Executive to return to event of the Company Holder’s termination of employment for any reason other than the economic benefit of any Option Shares purchased hereunder by the Executive within the six month period circumstances set forth in Section 2(b) or Section 2(c) prior to the date of termination. In such eventon which the Option (or portion thereof) has become vested, unless otherwise provided in the Executive hereby agrees to remit Plan, (i) the Option (or portion thereof), to the Companyextent not then vested and exercisable, in cash, an amount equal shall be immediately cancelled with no compensation due to the difference between Holder, and the fair market value Holder shall have no rights or interests with respect to such portion of the Option; and (ii) the Option Shares on the date of termination (or portion thereof), to the sales price extent vested and exercisable, shall remain exercisable for the periods provided in Section 4 hereof. (e) Any other applicable restrictions or conditions under the requirements of such any stock exchange upon which any Shares if issued pursuant to the Option Shares were sold during such six month period) or shares of the same class are then listed, and the exercise price of under any securities law applicable to such Shares, shall be imposed.

Vesting and Exercisability. (a) Options Subject to purchase 87,500 sharesthe provisions of Sections 2(b), 43,750 shares (c) and 43,750 shares(d), respectively, this Option Award will vest on and become exercisable in accordance with the first three anniversaries vesting schedule set forth above, if the Participant remains in continuous service with the Company as of each applicable anniversary date (each, an “Anniversary Date”) and has not received a notice of termination from the Start Date (as defined in the Employment Agreement)Company prior to such Anniversary Date. (b) If the Employee's employment Upon Participant’s termination from service with the Company terminates for any reason prior to the time that first anniversary of the Date of Grant, with or without Cause (as defined below) or by mutual agreement, the Participant shall immediately forfeit any right to vest in the Option, the Option has been fully exercisedshall terminate and this Grant Agreement will be of no further effect. (c) If, following the first anniversary of the Date of Grant, the Participant’s service with the Company is terminated for any reason other than termination by the Company for Cause, and Participant has not received a notice of termination from the Company for Cause as of such separation date, (i) a prorated portion of the portion of the Option which otherwise would have become vested and exercisable on the next Anniversary Date shall become immediately vested and exercisable, and (ii) such prorated portion of the Option, as well as any other vested and unexercised portion of the Option, will be exercisable to the extent specified in Paragraph 3. For purposes of this Paragraph 2(c), the prorated portion shall be determined by dividing the number of complete calendar months the Participant has served with the Company since the most recent Anniversary Date by twelve. (d) If a Participant’s service to the Company is terminated for Cause at any time, all of such Participant’s rights to exercise the Option on the date of termination of employment (whether exercisable vested or notunvested) shall immediately expire; provided, however, that (i) if the Employee's employment is terminated by reason of the Employee's disability (pursuant to Section 3.3 of the Employment Agreement), all portions of the Option that are vested at the time of termination shall remain exercisable for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) in the event of the death of the Employee while in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from the date of such death or until the expiration of the Exercise Period, whichever is shorter; and (iii) in the event the Employee is terminated without "Cause" (as defined in the Employment Agreement), or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the Option shall become fully vested and exercisable and may be exercised for a period of five years from terminate on the date of such termination of employment service and this Grant Agreement will be of no further force or until the expiration of the Exercise Period, whichever is shortereffect. (ce) The Board For purposes of Directors maythis Grant Agreement, “Cause” shall have the meaning ascribed to such term in any employment agreement between Participant and the Company, or, if no such agreement exists, then “Cause” shall mean: (i) a material breach by the Participant of his or her fiduciary or other duties to the Company; (ii) a material breach or violation by the Participant of the terms of this Grant Agreement or any other agreement between the Participant and the Company, or of any of the Company’s policies, practices, or procedures, which remains uncured for a period of 30 days following the Participant’s receipt of written notice specifying the nature of the breach or violation, or, where such breach or violation is not subject to or capable of cure, effective immediately; (iii) the commission by the Participant of any act of embezzlement, fraud, larceny or theft on or from the Company; (iv) substantial and continuing willful neglect or inattention by the Participant of the duties of his or her employment or other service, refusal to perform the lawful and reasonable directives of superiors, or the willful misconduct or gross negligence of the Participant in connection with the performance of such duties which remain uncured for a period of 30 days following the Participant’s receipt of written notice specifying the nature of the misconduct, or, where such misconduct is not subject to or capable of cure, effective immediately; (v) the commission by the Participant of any crime involving moral turpitude or a felony; or (vi) the Participant’s performance or omission of any act which, in the event the Executive's employment is terminated for Cause (as provided for in the Employment Agreement), annul the Option and, in such event, may require the Executive to return to the Company the economic benefit judgment of any Option Shares purchased hereunder by the Executive within the six month period prior to the date of termination. In such event, the Executive hereby agrees to remit to the Company, in cash, an amount equal if known to the difference between the fair market value customers, clients, stockholders or any regulators of the Option Shares Company, would have a material adverse impact on the date business of termination (or the sales price of such Shares if the Option Shares were sold during such six month period) and the exercise price of such SharesCompany.

Vesting and Exercisability. (a) Options to purchase 87,500 shares, 43,750 shares and 43,750 shares, respectively, will vest on the first three anniversaries No portion of the Start Date (as defined in the Employment Agreement)this Option may be exercised until such portion shall have vested. (b) If Except as set forth below, this Option shall be exercisable at any time on and after the Employee's employment with the Company terminates for any reason Initial Vesting Date and prior to the time that the Option has been fully exercised, the unexercised portion Expiration Date or earlier termination of the Option as provided herein and in the Plan, in an amount not to exceed the number of Vested Shares (determined at the time of exercise) less the number of shares previously acquired upon exercise of this Option. In no event shall this Option be exercisable for more than the Number of Option Shares. (c) In the event that the Participant’s Service terminates, this Option may thereafter be exercised, to the extent it was vested and exercisable on the date of such termination, until the date specified in Section l (d) hereof. Any portion of this Option that is not vested on the date of termination of employment (whether exercisable or not) the Service shall immediately expire; providedexpire and be null and void. (d) Subject to the provisions of Section 6 hereof, howeveronce any portion of this Option becomes vested and exercisable, that it shall continue to be exercisable by the Participant or his or her representatives and legatees as contemplated herein at any time or times prior to the earliest of: (i) the date which is: (A) twelve (12) months following the date on which the Participant’s Service terminates due to death or Disability, or (B) three (3) years following the date on which the Participant’s Service terminates if the Employee's employment termination is terminated by reason of the Employee's disability (pursuant due to Section 3.3 of the Employment Agreement)any other reason, all portions of the Option that are vested at the time of termination shall remain exercisable for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) the Expiration Date. (e) If designated as an Incentive Stock Option in the event Notice, the Participant understands that in order to obtain the benefits of an incentive stock option under Section 422 of the death Code, subject to any amendments thereof, no sale or other disposition may be made of Issued Shares within the one (1)-year period after the day of issuance of such Issued Shares to him or her (i.e., the exercise date), nor within the two (2)-year period after the grant of this Option and further that this Option must be exercised, if and to the extent permitted hereunder, within three (3) months after termination of employment (or twelve (12) months in the case of Disability). If the Participant disposes of any such Issued Shares (whether by sale, gift, transfer or otherwise) within either of these periods, he or she agrees to notify the Company within thirty (30) days after such disposition. The Participant also agrees to provide the Company with any information concerning any such dispositions required by the Company for tax purposes. Further, to the extent that the aggregate Fair Market Value (determined as of the Employee while in time that the employ applicable option is granted) of the shares of Stock with respect to which all Incentive Stock Options held by the Participant are exercisable for the first time during any calendar year (under all option plans of the Company, all portions its Parent and/or its Subsidiaries) exceeds one hundred thousand dollars ($100,000), such Incentive Stock Options shall constitute Non-Qualified Stock Options. For purposes of this Section 1(e), Incentive Stock Options shall be taken into account in the order in which they were granted. If pursuant to the above, an Incentive Stock Option is treated as an Incentive Stock Option in part and a Non-Qualified Stock Option in part, the Participant may designate which portion of the Stock Option that are vested at the time Participant is exercising. In the absence of death such designation, the Participant shall remain exercisable by be deemed to have exercised the legal representative Incentive Stock Option portion of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from the date of such death or until the expiration of the Exercise Period, whichever is shorter; and (iii) in the event the Employee is terminated without "Cause" (as defined in the Employment Agreement), or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the Stock Option shall become fully vested and exercisable and may be exercised for a period of five years from the date of such termination of employment or until the expiration of the Exercise Period, whichever is shorterfirst. (c) The Board of Directors may, in the event the Executive's employment is terminated for Cause (as provided for in the Employment Agreement), annul the Option and, in such event, may require the Executive to return to the Company the economic benefit of any Option Shares purchased hereunder by the Executive within the six month period prior to the date of termination. In such event, the Executive hereby agrees to remit to the Company, in cash, an amount equal to the difference between the fair market value of the Option Shares on the date of termination (or the sales price of such Shares if the Option Shares were sold during such six month period) and the exercise price of such Shares.

Vesting and Exercisability. (a) Options Subject to purchase 87,500 sharesthe Participant’s continued employment with the Company, 43,750 shares the Option shall vest and 43,750 sharesbecome exercisable with respect to one third (1/3) of the Shares initially covered by the Option on each of the first, respectively, will vest on the first three second and third anniversaries of the Start Date of Grant (each, an “Option Vesting Date”). At any given time, the portion of the Option that has become vested and exercisable as defined in described above (or pursuant to Sections 2(c) below) is hereinafter referred to as the Employment Agreement)“Vested Portion.” (b) If the Employee's Company shall terminate the Participant’s employment with the Company without Cause (as defined below), if the Company elects not to extend the Term (as defined below) or if the Participant terminates his employment with the Company for Good Reason (as defined below), then any reason prior to the time that the Option has been fully exercised, the unexercised unvested portion of the Option on the date last day of termination of the Participant’s employment with the Company (whether exercisable or notthe “Termination Date”) shall immediately expire; providedcontinue to vest in accordance with the vesting schedule set forth in Section 2(a) hereof, howeversubject to Participant’s continued compliance with Section 8 of the Employment Agreement (relating to non-solicitation and non-competition). In addition, any Vested Portion (and any other portion that vests as described above in this Section 2(b)) will remain exercisable until the later to occur of (i) if one (1) year from the Employee's Termination Date or (ii) thirty (30) days from the date such portion of the Option becomes vested and exercisable, but in no event later than the Expiration Date (as defined below) of the Option. (c) If the Participant’s employment is terminated by reason due to his death or Disability (as defined below), then any unvested portion of the Employee's disability Option held by the Participant on the Termination Date will vest immediately and remain exercisable for three (pursuant to Section 3.3 3) years from the Termination Date, but in no event later than the Expiration Date (as defined below) of the Employment Agreement)Option. (d) If the Participant’s employment with the Company is terminated by the Company for Cause, all portions by the Participant other than for Good Reason, or if the Participant elects not to extend the Term, then any portion of the Option that are vested at the time of termination shall remain exercisable for a period of one year from the date of such termination or until the expiration has not been exercised as of the Exercise PeriodTermination Date shall be forfeited. (e) Notwithstanding any other provision of this Agreement to the contrary, whichever is shorter; (ii) in the event of the death a Change of the Employee while in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from the date of such death or until the expiration of the Exercise Period, whichever is shorter; and (iii) in the event the Employee is terminated without "Cause" Control (as defined in the Employment Agreement), or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then Plan) the Option shall shall, to the extent not then vested and not previously canceled, immediately become fully vested and exercisable and may be exercised for a period of five years from the date of such termination of employment or until the expiration as contemplated by Section 13 of the Exercise Period, whichever is shorterPlan. (cf) The Board For purposes of Directors maythis Agreement, in the event terms “Cause,” “Term,” “Good Reason,” and “Disability” shall have the Executive's employment is terminated for Cause (as provided for respective meanings specified in the Employment Agreement), annul the Option and, in such event, may require the Executive to return to the Company the economic benefit of any Option Shares purchased hereunder by the Executive within the six month period prior to the date of termination. In such event, the Executive hereby agrees to remit to the Company, in cash, an amount equal to the difference between the fair market value of the Option Shares on the date of termination (or the sales price of such Shares if the Option Shares were sold during such six month period) and the exercise price of such Shares.

Vesting and Exercisability. (a) Options No portion of this Stock Option may be exercised until such portion shall have vested. Except as set forth below and in Section 6, and subject to purchase 87,500 sharesthe determination of the Committee in its sole discretion to accelerate the vesting schedule hereunder, 43,750 shares this Stock Option shall vest and 43,750 shares, respectively, will vest be exercisable with respect to the percentage of the Option Shares on the first three anniversaries respective dates indicated below: Incremental (Aggregate Percentage) Option Shares Exercisable Vesting Date ------------------------- ------------ [ %] ( %) [Date] [ % ]( %) [Date] [ % ]( %) [Date] --------- 100% (100%) Notwithstanding anything herein to the contrary, but without limitation of Section 6, in the event that this Stock Option is assumed or continued by the Company or its successor entity in the sole discretion of the Start Date parties to a Sale Event and thereafter remains in effect following such Sale Event as contemplated by Section 6, then this Stock Option shall be deemed vested and exercisable in full upon the date on which the Optionee's Service Relationship with the Company and its Subsidiaries or successor entity, as the case may be, terminates if (i) such termination occurs within 18 months of such Sale Event and (ii) such termination is by the Company or a Subsidiary or successor entity of the Company without Cause or by the Optionee for Good Reason. In the event the Optionee's Service Relationship with the Company and its Subsidiaries is terminated by the Company for Cause, this Stock Option shall immediately expire and be null and void as of the date of such termination. In the event that the Optionee's Service Relationship with the Company and its Subsidiaries terminates for any other reason or under any other circumstances, including the Optionee's resignation, retirement or termination by the Company (other than for Cause), or upon the Optionee's death or disability (as defined in Section 422(c)(6) of the Employment AgreementCode). (b) If the Employee's employment with the Company terminates for any reason prior , this Stock Option may thereafter be exercised, to the time that the Option has been fully exercised, the unexercised portion of the Option extent it was vested and exercisable on the date of termination of employment (whether exercisable or notsuch termination, until the date specified in Section 1(d) shall immediately expire; provided, however, that (i) if the Employee's employment is terminated by reason below. Any portion of the Employee's disability (pursuant to Section 3.3 of the Employment Agreement), all portions of the Stock Option that are vested at the time of termination shall remain is not exercisable for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) in the event of the death of the Employee while in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from the date of such death or until the expiration of the Exercise Period, whichever is shorter; and (iii) in the event the Employee is terminated without "Cause" (as defined in the Employment Agreement), or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the Option shall become fully vested and exercisable and may be exercised for a period of five years from on the date of such termination of employment or until the expiration of the Exercise Period, whichever is shorter. (c) The Board of Directors may, in the event the Executive's employment is terminated for Cause (as provided for in the Employment Agreement), annul the Option and, in such event, may require the Executive to return Service Relationship shall immediately expire and be null and void. Subject to the Company the economic benefit provisions of Section 2(c) and Section 6 below, once any portion of this Stock Option Shares purchased hereunder becomes vested and exercisable, it shall continue to be exercisable by the Executive within the six month period Optionee or his or her successors as contemplated herein at any time or times prior to the earliest of (i) the date which is (A) twelve (12) months following the date on which the Optionee's Service Relationship with the Company and its Subsidiaries terminates due to death or disability or (B) 90 days following the date on which the Optionee's Service Relationship with the Company terminates if the termination is due to any other reason (other than termination by the Company for Cause), or (ii) the Expiration Date. For purposes of terminationthis Agreement the Committee shall have sole discretion to determine the reason for the termination of the Optionee's Service Relationship with the Company or any Subsidiary. In such eventIt is understood and intended that this Stock Option is intended to qualify as an "incentive stock option" as defined in Section 422 of the Code to the extent permitted under applicable law. Accordingly, the Executive hereby Optionee understands that in order to obtain the benefits of an incentive stock option under Section 422 of the Code, no sale or other disposition may be made of Issued Shares for which incentive stock option treatment is desired within the one-year period beginning on the day after the day of the transfer of such Issued Shares to him or her, nor within the two-year period beginning on the day after the grant of this Stock Option and further that this Stock Option must be exercised within three months after termination of employment (or twelve months in the case of death or disability) to qualify as an incentive stock option. If the Optionee disposes (whether by sale, gift, transfer or otherwise) of any such Issued Shares within either of these periods, he or she will notify the Company within thirty (30) days after such disposition. The Optionee also agrees to remit provide the Company with any information concerning any such dispositions required by the Company for tax purposes. Further, to the Company, in cash, an amount equal to the difference between the fair market value extent Option Shares and any other incentive stock options of the Option Shares on Optionee having an aggregate Fair Market Value in excess of $100,000 (determined as of the date of termination (or the sales price of Grant Date) vest in any year, such Shares if the Option Shares were sold during such six month period) and the exercise price of such Sharesoptions will not qualify as incentive stock options.

Vesting and Exercisability. (a) Options No portion of this Stock Option may be exercised until such portion shall have vested. (b) Except as set forth below and in Section 6, and subject to purchase 87,500 sharesthe determination of the Committee of the Board of Directors of the Company or the Board of Directors of the Company, 43,750 shares as applicable (the “Committee”), in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and 43,750 shares, respectively, will vest exercisable with respect to 6.25% of the Option Shares on the first three anniversaries last day of each full calendar quarter after the Start Vesting Commencement Date as specified above until the Option Shares are 100% vested. (c) In the event that the Optionee’s Service Relationship (as defined in the Employment Agreement). (bPlan) If the Employee's employment with the Company and its Subsidiaries terminates for any reason prior or under any circumstances, including the Optionee’s resignation, retirement or termination by the Company, upon the Optionee’s death or disability, or for any other reason, regardless of the circumstances thereof, this Stock Option may thereafter be exercised, to the time that extent it was vested and exercisable on such date of such termination, until the Option has been fully exercised, the unexercised date specified in Section l(d) below. Any portion of the Stock Option that is not exercisable on the date of termination of employment (whether exercisable or not) the Service Relationship shall immediately expire; providedexpire and be null and void. (d) Subject to the provisions of Section 6 below, howeveronce any portion of this Stock Option becomes vested and exercisable, that it shall continue to be exercisable by the Optionee or his or her successors as contemplated herein at any time or times prior to the earliest of (i) the date which is (A) 12 months following the date on which the Optionee’s Service Relationship with the Company and its Subsidiaries terminates due to death or Disability or (B) three months following the date on which the Optionee’s Service Relationship with the Company terminates if the Employee's employment termination is terminated by reason of due to any other reason, provided however, if the Employee's disability (pursuant to Section 3.3 of the Employment Agreement), all portions of the Option that are vested at the time of termination shall remain exercisable for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) in the event of the death of the Employee while in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from the date of such death or until the expiration of the Exercise Period, whichever is shorter; and (iii) in the event the Employee is terminated without "Cause" (as defined in the Employment Agreement), or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the Option shall become fully vested and exercisable and may be exercised for a period of five years from the date of such termination of employment or until the expiration of the Exercise Period, whichever is shorter. (c) The Board of Directors may, in the event the Executive's employment Optionee’s Service Relationship is terminated for Cause (as provided for defined in the Employment AgreementPlan), annul this Stock Option shall terminate immediately upon the Option anddate of the Optionee’s termination, in such event, may require or (ii) on the Executive to return to the Company the economic benefit of any Option Shares purchased hereunder by the Executive within the six month period day prior to the date tenth (10th) anniversary of terminationthe Grant Date (the earliest to occur of such dates being the “Expiration Date”). In such eventFor purposes of this Agreement the Committee shall have sole discretion to determine the reason for the termination of the Optionee’s Service Relationship with the Company or any Subsidiary. (e) It is understood and intended that this Stock Option is intended to qualify as an “incentive stock option” as defined in Section 422 of the Code to the extent permitted under applicable law. Accordingly, the Executive hereby Optionee understands that in order to obtain the benefits of an incentive stock option under Section 422 of the Code, no sale or other disposition may be made of Issued Shares for which incentive stock option treatment is desired within the one-year period beginning on the day of the transfer of such Issued Shares to him or her, nor within the two-year period beginning on the Grant Date of this Stock Option and further that this Stock Option must be exercised within three months after termination of employment (or twelve months in the case of death or disability (as defined on Code Section 22(e)(3)) to qualify as an incentive stock option. If the Optionee disposes (whether by sale, gift, transfer or otherwise) of any such Issued Shares within either of these periods, he or she will notify the Company within thirty (30) days after such disposition. The Optionee also agrees to remit provide the Company with any information concerning any such dispositions required by the Company for tax purposes. Further, to the Company, in cash, an amount equal to the difference between the fair market value extent Option Shares and any other incentive stock options of the Option Shares on Optionee having an aggregate Fair Market Value in excess of $100,000 (determined as of the date of termination (or the sales price grant of such Shares if Options) are exercisable for the Option Shares were sold during first time in any year, such six month period) options will not qualify as incentive stock options and the exercise price of such Sharesshall constitute non-qualified stock options.

Vesting and Exercisability. Purchase rights under the Option shall vest and Executive may exercise the Option only as follows: (ai) Options beginning on the day that the Bank opens for business (the "Commencement Date"), the Option shall vest as to, and may be exercised to purchase 87,500 sharesa maximum of, 43,750 5,000 of the shares and 43,750 shares, respectively, will vest of Stock subject to this Agreement; (ii) beginning on the first three anniversaries anniversary of the Start Date (Commencement Date, the Option shall vest as defined in to, and may be exercised up to, an additional 5,000 of the Employment shares of Stock subject to this Agreement).; (biii) If beginning on the Employee's employment with second anniversary of the Company terminates for any reason prior to the time that Commencement Date, the Option has been fully exercisedshall vest as to, and may be exercised up to, an additional 5,000 of the shares of Stock subject to this Agreement; (iv) beginning on the third anniversary of the Commencement Date, the unexercised Option shall vest as to, and may be exercised up to, an additional 5,000 of the shares of Stock subject to this Agreement; and (v) beginning on the fourth anniversary of the Commencement Date, the Option shall vest as to, and may be exercised up to, an additional 5,000 of the shares of Stock subject to this Agreement. To the extent that any portion of the Option has vested but has not already been exercised, Executive may immediately exercise the remaining portion of the Option upon a change of control of the Company or the Bank. To the extent that any portion of the Option has not already vested, Executive may exercise such portion only in accordance with notice received, if any, from the Board of Directors. As used in this Agreement, a "change of control of the Company or the Bank" shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether or not the Company or the Bank in fact is required to comply with Regulation 14A; provided that, without limitation, such a change in control shall be deemed to have occurred if any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act in effect on the date of termination of employment (whether exercisable or not) shall immediately expire; provided, however, that (i) if the Employee's employment is terminated by reason of the Employee's disability (pursuant to Section 3.3 of the Employment Agreementfirst written above), all portions of other than the Option that are vested at Company or the time of termination shall remain exercisable for a period of one year from Bank, respectively, is or becomes the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) in the event of the death of the Employee while in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from the date of such death or until the expiration of the Exercise Period, whichever is shorter; and (iii) in the event the Employee is terminated without "Causebeneficial owner" (as defined in Rule 13d-3 under the Employment AgreementExchange Act), directly or Executive terminates his employment for "Good Reason" (as defined in indirectly, of securities of the Employment Agreement)Company or the Bank representing 20% or more of the combined voting power of the Company's or the Bank's then outstanding securities. Notwithstanding the foregoing, then to the extent that any portion of the Option has not been exercised, this Agreement shall terminate and be of no further force and effect, and the Option shall become fully vested and exercisable and may be exercised for a period expire, on the earliest of five years from the date of such (a) ninety (90) days after termination of Executive's employment with the Employer for any reason except death, disability or until retirement, (b) twelve months after termination of Executive's employment with the expiration Employer by reason of the Exercise Periodhis death, whichever is shorter. disability or retirement, or (c) The Board of Directors may, in the event the Executive's employment is terminated for Cause seventh (as provided for in the Employment Agreement), annul the Option and, in such event, may require the Executive to return to the Company the economic benefit of any Option Shares purchased hereunder by the Executive within the six month period prior to the date of termination. In such event, the Executive hereby agrees to remit to the Company, in cash, an amount equal to the difference between the fair market value 7th) anniversary of the Option Shares on the date of termination (or the sales price of such Shares if the Option Shares were sold during such six month period) and the exercise price of such SharesCommencement Date.

Vesting and Exercisability. (a) Options to purchase 87,500 shares, 43,750 shares and 43,750 shares, respectively, will vest on the first three anniversaries No portion of the Start Date (as defined in the Employment Agreement)this Stock Option may be exercised until such portion shall have vested. (b) If Except as set forth below and in Section 6, and subject to the Employeedetermination of the Compensation Committee of the Board of Directors of the Company or the Board of Directors of the Company, as applicable (the "Committee"), in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable with respect to the following number of Option Shares on the dates indicated: Incremental (Aggregate) Number of Option Shares Exercisable* Vesting Date Further, and notwithstanding anything herein to the contrary and without limitation of Section 6, this Stock Option shall be deemed vested and exercisable in full upon the date on which the Optionee's employment with the Company and its Subsidiaries terminates for any reason prior to if such termination occurs in the time that the Option has been fully exercised, the unexercised portion year following a Change of Control (as hereinafter defined) of the Option on Company or any entity controlling the date of termination of employment Company (whether exercisable or nota "Parent") shall immediately expire; provided, however, that and either (i) if the Employee's employment is terminated by reason of the Employee's disability (such termination occurs pursuant to or under the circumstances contemplated by Section 3.3 6(e) or Section 6(f) of the Employment Agreement dated_____________, between the Company and the Optionee (the "Employment Agreement)") (i.e., all portions of without cause termination by the Option that are vested at Company or termination by the time of termination shall remain exercisable for Optionee following a period of one year from material and uncured default by the date of such termination Company) or until the expiration of the Exercise Period, whichever is shorter; (ii) without limitation of clause (i), such termination is preceded during such year by any material elimination or adverse modification in the event duties, title, principal employment location or compensation of the death of Optionee without his or her written consent, subject, however to the Employee while in following sentence. Notwithstanding the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from the date of such death or until the expiration of the Exercise Period, whichever is shorter; and (iii) in the event the Employee is terminated without "Cause" (as defined in the Employment Agreement), or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the Option shall become fully vested and exercisable and may be exercised for a period of five years from the date of such termination of employment or until the expiration of the Exercise Period, whichever is shorter. (c) The Board of Directors mayforegoing, in the event that the Executive's employment is terminated for Cause Company receives written advice from its independent public accountants in connection with any transaction constituting a Change of Control (as provided hereinafter defined) to the effect that vesting of this Stock ------------------ * Subject to Section 5 Option under the circumstances contemplated by the preceding sentence would preclude or otherwise adversely affect the ability of the Company or any other party to such transaction to account for in the Employment Agreementsame as a "pooling of interests" within the meaning of APB ▇▇. ▇▇ (▇▇ any successor provision), annul which transaction would otherwise qualify for such accounting treatment, then vesting of this Stock Option shall not accelerate on a subsequent termination of employment within the Option andyear following a Change of Control as contemplated by the preceding sentence, and in such event, may require circumstance this Stock Option shall continue to vest in accordance with the Executive to return to the Company the economic benefit of any Option Shares purchased hereunder by the Executive within the six month period prior to the date of termination. In such event, the Executive hereby agrees to remit to the Company, in cash, an amount equal to the difference between the fair market value of the Option Shares on the date of termination (or the sales price of such Shares if the Option Shares were sold during such six month period) and the exercise price of such Sharesannual schedule set forth above.

Vesting and Exercisability. (a) Options to purchase 87,500 shares, 43,750 shares and 43,750 shares, respectively, will vest on the first three anniversaries No portion of the Start Date (as defined in the Employment Agreement)this Stock Option may be exercised until such portion shall have vested. (b) If Except as set forth below and in Section 6, and subject to the Employeedetermination of the Compensation Committee of the Board of Directors of the Company or the Board of Directors of the Company, as applicable (the "Committee"), in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable with respect to the following number of Option Shares on the respective dates indicated: Incremental/Aggregate Number Of Option Shares Exercisable* Vesting Date ---------------------------- ------------ (Vest1)/(Vest1Bal) (Vest2)/(Vest2Bal) (Vest3)/(Vest3Bal) (Vest4)/(Vest4Bal) Notwithstanding anything herein to the contrary and without limitation of Section 6, in the event that this Stock Option is assumed in the sole discretion of the parties to a Sale Event (as defined in Section 6) or is continued by the Company and thereafter remains in effect following such Sale Event as contemplated by Section 6, then this Stock Option shall be deemed vested and exercisable in full upon the date on which the Optionee's employment with the Company and its subsidiaries or successor entity terminates if (i) such termination occurs within eighteen (18) months of such Sale Event and (ii) such termination is by the Company without cause or by the Optionee if such termination by Optionee is preceded during such 18-month period by any material adverse modification of the duties, principal employment location or compensation of the Optionee without his or her consent, subject, however, to the following sentence. Notwithstanding the foregoing, in the event a Sale Event is contingent on using "pooling of interest" accounting methodology, the Company may, in its discretion, take any action necessary to preserve the use of "pooling of interest" accounting, including nullifying the vesting of this Stock Option ------------------------ * Subject to Section 5. as provided in the previous sentence. In addition and notwithstanding anything herein to the contrary, in the event that the Optionee is not offered employment by the Company and its subsidiaries or any successor entity following a Sale Event other than a Sale Event accounted for as a "pooling of interests" on substantially the same or better terms (including, without limitation, duties and compensation) than those in effect immediately prior to such Sale Event with respect to his or her employment, then this Stock Option shall be deemed vested and exercisable in full upon the date on which the Optionee's employment with the Company and its subsidiaries terminates. (c) In the event that the Optionee's Service Relationship (as hereinafter defined) with the Company and its subsidiaries terminates for any reason prior to or under any circumstances, including the time that Optionee's resignation, retirement or termination by the Option has been fully exercisedCompany, upon the unexercised portion Optionee's death or disability, or for any other reason, regardless of the circumstances thereof, this Stock Option on the date shall no longer vest or become exercisable with respect to any Option Shares not vested (or which do not vest) as of termination of employment (whether exercisable or not) shall immediately expire; provided, however, that (i) if the Employee's employment is terminated by reason of the Employee's disability (pursuant to Section 3.3 of the Employment Agreement), all portions of the Option that are vested at the time of termination shall remain exercisable for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) in the event of the death of the Employee while in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from and after the date of such death or termination, and this Stock Option may thereafter be exercised, to the extent it was vested and exercisable on such date of such termination, until the expiration Expiration Date contemplated by Section 1(d), except as the Committee may otherwise determine. For purposes hereof, a "Service Relationship" shall mean any relationship as an employee, part-time employee or consultant of the Exercise PeriodCompany or any subsidiary of the Company such that, whichever is shorter; and (iii) for example, a Service Relationship shall be deemed to continue without interruption in the event the Employee is terminated without "Cause" (as defined in the Employment Agreement), Optionee's status changes from full-time employee to part-time employee or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the Option shall become fully vested and exercisable and may be exercised for a period of five years from the date of such termination of employment or until the expiration of the Exercise Period, whichever is shorterconsultant. (c) The Board of Directors may, in the event the Executive's employment is terminated for Cause (as provided for in the Employment Agreement), annul the Option and, in such event, may require the Executive to return to the Company the economic benefit of any Option Shares purchased hereunder by the Executive within the six month period prior to the date of termination. In such event, the Executive hereby agrees to remit to the Company, in cash, an amount equal to the difference between the fair market value of the Option Shares on the date of termination (or the sales price of such Shares if the Option Shares were sold during such six month period) and the exercise price of such Shares.

Vesting and Exercisability. (a) Options to purchase 87,500 shares, 43,750 shares and 43,750 shares, respectively, will vest on the first three anniversaries No portion of the Start Date (as defined in the Employment Agreement)this Stock Option may be exercised until such portion shall have vested. (b) If Except as set forth below and in Section 6, and subject to the Employee's employment determination of the Compensation Committee of the Board of Directors of the Company or the Board of Directors of the Company, as applicable (the “Committee”), in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable with respect to the following number of Option Shares on the respective dates indicated: Once any portion of this Stock Option becomes vested and exercisable, it shall continue to be exercisable at any time or times prior to the Expiration Date, subject to the provisions hereof and of the Plan, including, without limitation, Section 5 of the Plan and Section 6 hereof which provide for the termination of unexercised options upon completion of certain transactions described therein. (c) In the event that the Optionee’s Service Relationship (as hereinafter defined) with the Company and its subsidiaries terminates for any reason prior to or under any circumstances, including the time that Optionee’s resignation, retirement or termination by the Option has been fully exercisedCompany, upon the unexercised portion Optionee’s death or disability, or for any other reason, regardless of the circumstances thereof, this Stock Option on the date shall no longer vest or become exercisable with respect to any Option Shares not vested (or which do not vest) as of termination of employment (whether exercisable or not) shall immediately expire; provided, however, that (i) if the Employee's employment is terminated by reason of the Employee's disability (pursuant to Section 3.3 of the Employment Agreement), all portions of the Option that are vested at the time of termination shall remain exercisable for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) in the event of the death of the Employee while in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from and after the date of such death or termination, and this Stock Option may thereafter be exercised, to the extent it was vested and exercisable on such date of such termination, until the expiration Expiration Date contemplated by Section 1(d), except as the Committee may otherwise determine. For purposes hereof, a “Service Relationship” shall mean any relationship as an employee, part-time employee or consultant of the Exercise PeriodCompany or any subsidiary of the Company such that, whichever is shorter; and (iii) for example, a Service Relationship shall be deemed to continue without interruption in the event the Employee is terminated without "Cause" (as defined in the Employment Agreement), Optionee’s status changes from full-time employee to part-time employee or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the Option shall become fully vested and exercisable and may be exercised for a period of five years from the date of such termination of employment or until the expiration of the Exercise Period, whichever is shorterconsultant. * Subject to Section 5. (c) The Board of Directors may, in the event the Executive's employment is terminated for Cause (as provided for in the Employment Agreement), annul the Option and, in such event, may require the Executive to return to the Company the economic benefit of any Option Shares purchased hereunder by the Executive within the six month period prior to the date of termination. In such event, the Executive hereby agrees to remit to the Company, in cash, an amount equal to the difference between the fair market value of the Option Shares on the date of termination (or the sales price of such Shares if the Option Shares were sold during such six month period) and the exercise price of such Shares.

Vesting and Exercisability. (a) Options to purchase 87,500 shares, 43,750 shares and 43,750 shares, respectively, will vest on the first three anniversaries No portion of the Start Date (as defined in the Employment Agreement)this Stock Option may be exercised until such portion shall have vested. (b) If Except as set forth below and in Section 6, and subject to the Employeedetermination of the Compensation Committee of the Board of Directors of the Company or the Board of Directors of the Company, as applicable (the "Committee"), in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable with respect to the Option Shares on the respective dates as follows: (i) 25% of the Option Shares on the first anniversary of the Grant Date (as set forth above) and (ii) 2.08 % of the Option Shares on the monthly anniversary of the Grant Date thereafter. (c) Except as set forth in the 1999 Plan with regard Corporate Transactions, in the event that the Optionee's employment Service Relationship with the Company and its Subsidiaries terminates for any reason prior or under any circumstances, including the Optionee's resignation, retirement or termination by the Company, upon the Optionee's death or disability, or for any other reason, regardless of the circumstances thereof, this Stock Option may thereafter be exercised, to the time that extent it was vested and exercisable on such date of such termination, until the Option has been fully exercised, the unexercised date specified in Section l(d) below. Any portion of the Stock Option that is not exercisable on the date of termination of employment (whether exercisable or not) the Service Relationship shall immediately expire; providedexpire and be null and void. (d) Subject to the provisions of Section 6 below, howeveronce any portion of this Stock Option becomes vested and exercisable, that it shall continue to be exercisable by the Optionee or his or her successors as contemplated herein at any time or times prior to the earliest of (i) if the Employee's employment is terminated by reason of the Employee's disability (pursuant to Section 3.3 of the Employment Agreement), all portions of the Option that are vested at the time of termination shall remain exercisable for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever which is shorter; (iiA) in the event of the death of the Employee while in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from 12 months following the date of such on which the Optionee's Service Relationship with the Company and its Subsidiaries terminates due to death or until the expiration of the Exercise Period, whichever is shorter; and (iii) in the event the Employee is terminated without "Cause" disability (as defined in Section 422(c)(6) of the Employment Agreement)Code) or (B) 90 days following the date on which the Optionee's Service Relationship with the Company and its Subsidiaries terminates if the termination is due to any other reason, PROVIDED HOWEVER, if the Optionee's Service Relationship is terminated for cause, this Stock Option shall terminate immediately upon the date of the Optionee's termination, or Executive terminates his employment (ii) the Expiration Date set forth above. For purposes of this Agreement the Committee shall have sole discretion to determine the reason for the termination of the Optionee's Service Relationship with the Company or any Subsidiary. (e) It is understood and intended that this Stock Option is intended to qualify as an "Good Reasonincentive stock option" (as defined in Section 422 of the Employment Agreement)Code to the extent permitted under applicable law. Accordingly, then the Option shall become fully vested and exercisable and Optionee understands that in order to obtain the benefits of an incentive stock option under Section 422 of the Code, no sale or other disposition may be exercised made of Issued Shares for a which incentive stock option treatment is desired within the one-year period beginning on the day after the day of five years from the date transfer of such Issued Shares to him or her, nor within the two-year period beginning on the day after the grant of this Stock Option and further that this Stock Option must be exercised within three months after termination of employment (or until twelve months in the expiration case of death or disability) to qualify as an incentive stock option. If the Optionee disposes (whether by sale, gift, transfer or otherwise) of any such Issued Shares within either of these periods, he or she will notify the Company within thirty (30) days after such disposition. The Optionee also agrees to provide the Company with any information concerning any such dispositions required by the Company for tax purposes. Further, to the extent Option Shares and any other incentive stock options of the Exercise Period, whichever is shorter. (c) The Board of Directors may, in the event the Executive's employment is terminated for Cause (as provided for in the Employment Agreement), annul the Option and, in such event, may require the Executive to return to the Company the economic benefit of any Option Shares purchased hereunder by the Executive within the six month period prior to the date of termination. In such event, the Executive hereby agrees to remit to the Company, in cash, Optionee having an amount equal to the difference between the aggregate fair market value in excess of $100,000 (determined as of the Option Shares on the date of termination Grant Date (or the sales price of as set forth above)) vest in any year, such Shares if the Option Shares were sold during such six month period) and the exercise price of such Sharesoptions will not qualify as incentive stock options.

Vesting and Exercisability. (a) Options to purchase 87,500 shares, 43,750 shares and 43,750 shares, respectively, will vest on the first three anniversaries No portion of the Start Date (as defined in the Employment Agreement)this Stock Option may be exercised until such portion shall have vested. (b) If Except as set forth below and in Section 6, and subject to the Employee's determination of the Compensation Committee of the Board of Directors of the Company or the Board of Directors of the Company, as applicable (the “Committee”), in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable with respect to the following number of Option Shares on the respective dates indicated: Notwithstanding anything herein to the contrary and without limitation of Section 6, in the event that this Stock Option is assumed in the sole discretion of the parties to a Sale Event (as defined in Section 6) or is continued by the Company and thereafter remains in effect following such Sale Event as contemplated by Section 6, then this Stock Option shall be deemed vested and exercisable in full upon the date on which the Optionee’s employment with the Company and its subsidiaries or successor entity terminates if (i) such termination occurs within eighteen (18) months of such Sale Event and (ii) such termination is by the Company without cause or by the Optionee if such termination by Optionee is preceded during such 18-month period by any material adverse modification of the duties, principal employment location or compensation of the Optionee without his or her consent, subject, however, to the following sentence. Notwithstanding the foregoing, in the event a Sale Event is contingent on using “pooling of interest” accounting methodology, the Company may, in its discretion, take any action necessary to preserve the use of “pooling of interest” accounting, including nullifying the vesting of this Stock Option as provided in the previous sentence. In addition and notwithstanding anything herein to the contrary, in the event that the Optionee is not offered employment by the Company and its subsidiaries or any successor entity following a Sale Event other than a Sale Event accounted for as a “pooling of interests” on substantially the same or better terms (including, without limitation, duties and compensation) than those in effect immediately prior to such Sale Event with respect to his or her employment, then this Stock Option shall be deemed vested and exercisable in full upon the date on which the Optionee’s employment with the Company and its subsidiaries terminates. * Subject to Section 5. (c) In the event that the Optionee’s Service Relationship (as hereinafter defined) with the Company and its subsidiaries terminates for any reason prior to or under any circumstances, including the time that Optionee’s resignation, retirement or termination by the Option has been fully exercisedCompany, upon the unexercised portion Optionee’s death or disability, or for any other reason, regardless of the circumstances thereof, this Stock Option on the date shall no longer vest or become exercisable with respect to any Option Shares not vested (or which do not vest) as of termination of employment (whether exercisable or not) shall immediately expire; provided, however, that (i) if the Employee's employment is terminated by reason of the Employee's disability (pursuant to Section 3.3 of the Employment Agreement), all portions of the Option that are vested at the time of termination shall remain exercisable for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) in the event of the death of the Employee while in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from and after the date of such death or termination, and this Stock Option may thereafter be exercised, to the extent it was vested and exercisable on such date of such termination, until the expiration Expiration Date contemplated by Section 1(d), except as the Committee may otherwise determine. For purposes hereof, a “Service Relationship” shall mean any relationship as an employee, part-time employee or consultant of the Exercise PeriodCompany or any subsidiary of the Company such that, whichever is shorter; and (iii) for example, a Service Relationship shall be deemed to continue without interruption in the event the Employee is terminated without "Cause" (as defined in the Employment Agreement), Optionee’s status changes from full-time employee to part-time employee or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the Option shall become fully vested and exercisable and may be exercised for a period of five years from the date of such termination of employment or until the expiration of the Exercise Period, whichever is shorterconsultant. (c) The Board of Directors may, in the event the Executive's employment is terminated for Cause (as provided for in the Employment Agreement), annul the Option and, in such event, may require the Executive to return to the Company the economic benefit of any Option Shares purchased hereunder by the Executive within the six month period prior to the date of termination. In such event, the Executive hereby agrees to remit to the Company, in cash, an amount equal to the difference between the fair market value of the Option Shares on the date of termination (or the sales price of such Shares if the Option Shares were sold during such six month period) and the exercise price of such Shares.

Vesting and Exercisability. (a) Options Subject to purchase 87,500 sharesSection 2(b) and Section 2(c) hereof, 43,750 shares the Option shall vest and 43,750 shares, respectively, become exercisable as follows: 50% of the Option will vest on each of the first three and second anniversaries of the Start date hereof, provided that the Holder remains continuously employed by the Corporation or a Subsidiary from the Award Date through (as defined in the Employment Agreement)and including) each such respective vesting date. (b) If Notwithstanding the Employee's employment with the Company terminates for any reason prior to the time that the Option has been fully exercisedprovisions of Section 2(a) hereof, the unexercised portion of the Option on the date of termination of employment (whether exercisable or not) shall immediately expire; provided, however, that (i) if the Employee's employment is terminated by reason of the Employee's disability (pursuant to Section 3.3 of the Employment Agreement), all portions of the Option that are vested at the time of termination shall remain exercisable for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) in the event of the Holder’s death of or Disability, the Employee while Holder shall immediately be vested in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from the date of such death or until the expiration of the Exercise Period, whichever is shorter; and (iii) in the event the Employee is terminated without "Cause" (as defined in the Employment Agreement), or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the Option shall become fully vested and be exercisable and may be exercised for a period of five years from the date of such termination of employment or until periods provided in the expiration of the Exercise Period, whichever is shorterPlan. (c) The Board Notwithstanding the provisions of Directors maySection 2(a) hereof, in the event (i) the Executive's employment Holder is terminated by the Corporation and/or Subsidiary without Cause, or (ii) the Holder’s employment with the Corporation and/or Subsidiary is terminated by the Holder by reason of the Holder’s resignation for Cause Good Reason, the Holder shall immediately be vested as to (as x) 1/2 (one-half) of the Option if such termination is in 2018 and (y) all of the Option if such termination is in 2019, and shall be exercisable for the periods provided for in the Employment Agreement), annul Plan. (d) In the Option and, event of the Holder’s termination of employment for any reason other than the circumstances set forth in such event, may require the Executive to return to the Company the economic benefit of any Option Shares purchased hereunder by the Executive within the six month period Section 2(b) or Section 2(c) prior to the date of termination. In such eventon which the Option (or portion thereof) has become vested, unless otherwise provided in the Executive hereby agrees to remit Plan, (i) the Option (or portion thereof), to the Companyextent not then vested and exercisable, in cash, an amount equal shall be immediately cancelled with no compensation due to the difference between Holder, and the fair market value Holder shall have no rights or interests with respect to such portion of the Option; and (ii) the Option Shares on the date of termination (or portion thereof), to the sales price extent vested and exercisable, shall remain exercisable for the periods provided in the Plan. (e) Any other applicable restrictions or conditions under the requirements of such any stock exchange upon which any Shares if issued pursuant to the Option Shares were sold during such six month period) or shares of the same class are then listed, and the exercise price of under any securities law applicable to such Shares, shall be imposed.

Vesting and Exercisability. (a) Options to purchase 87,500 shares, 43,750 shares and 43,750 shares, respectively, The Option will vest and become exercisable, subject to the terms of this Agreement and the Plan and conditioned upon my continued employment by the Company or any of its subsidiaries, in accordance with the vesting schedule as published on the first three anniversaries Company’s records at the Eaton Service Center maintained by the Third Party Administrator; provided, however that the Committee (or its delegate) may, in its sole discretion, accelerate the vesting of the Start Date Option in whole or in part in the event of my termination of employment prior to the applicable vesting date. (b) Notwithstanding anything in this Agreement to the contrary, the provisions of this Section 3(b) shall govern the Option, to the extent not previously vested or forfeited, in the event of a Change of Control (as defined in the Employment Agreement)Plan) of the Company. (bi) If the Employee's employment Option is not assumed by the acquiring or surviving entity or otherwise equitably converted or substituted in connection with the Company terminates for any reason prior Change of Control in a manner approved by the Committee, then the forfeiture restrictions referred to the time that in Section 2 hereof shall lapse and the Option has been fully exercisedwill vest and become exercisable in full (without proration), the unexercised portion effective as of the Option on the date of termination the Change of Control. (ii) If the Option is assumed by the acquiring or surviving entity or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee, then the Option shall continue to vest subject to my continued employment (whether exercisable or not) shall immediately expirein accordance with the original vesting schedule of the Option; provided, howeverhowever that if within two years after the Change of Control, that (i) if the Employee's my employment is terminated by reason of the Employee's disability (pursuant to Section 3.3 of the Employment Agreement), all portions of the Option that are vested at the time of termination shall remain exercisable for Company or a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) in the event of the death of the Employee while in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from the date of such death or until the expiration of the Exercise Period, whichever is shorter; and (iii) in the event the Employee is terminated subsidiary without "Cause" Cause (as defined in the Employment Agreement), Plan) or Executive terminates his employment by me for "Good Reason" Reason (as defined in the Employment AgreementPlan), then the forfeiture restrictions referred to in Section 2 hereof shall lapse and the Option shall will vest and become fully vested and exercisable and may be exercised for a period in full (without proration), effective as of five years from the date of the date of such termination of employment or until the expiration of the Exercise Period, whichever is shortertermination. (c) The Board of Directors may, in the event the Executive's employment is terminated for Cause (as provided for in the Employment Agreement), annul the Option and, in such event, may require the Executive to return to the Company the economic benefit of any Option Shares purchased hereunder by the Executive within the six month period prior to the date of termination. In such event, the Executive hereby agrees to remit to the Company, in cash, an amount equal to the difference between the fair market value of the Option Shares on the date of termination (or the sales price of such Shares if the Option Shares were sold during such six month period) and the exercise price of such Shares.

Vesting and Exercisability. (a) Options to purchase 87,500 shares, 43,750 shares and 43,750 shares, respectively, will vest on the first three anniversaries No portion of the Start Date (as defined in the Employment Agreement)this Stock Option may be exercised until such portion shall have vested. (b) If Except as set forth below and in Section 6, and subject to the Employeedetermination of the Compensation Committee of the Board of Directors of the Company or the Board of Directors of the Company, as applicable (the "Committee"), in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable as provided in Schedule A hereto. ---------- (c) In the event that the Optionee's employment Service Relationship (as hereinafter defined) with the Company and its subsidiaries terminates for any reason prior or under any circumstances, including the Optionee's resignation, retirement or termination by the Company, upon the Optionee's death or disability, or for any other reason, regardless of the circumstances thereof, or in the event that as of October 1, 1997, the Optionee has failed to permanently relocate to the time that the greater New York Metropolitan area, this Stock Option has been fully exercised, the unexercised portion shall no longer vest or become exercisable with respect to any Option Shares not vested as of the Option on the date of termination of employment (whether exercisable or not) shall immediately expire; provided, however, that (i) if the Employee's employment is terminated by reason of the Employee's disability (pursuant to Section 3.3 of the Employment Agreement), all portions of the Option that are vested at the time of termination shall remain exercisable for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) in the event of the death of the Employee while in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from and after the date of such death termination, except as provided in Section 1(d) and Section 5 of Schedule A hereto, and this ---------- Stock Option may thereafter be exercised, to the extent it was vested and exercisable on such date of such termination or as of October 1, 1997, if applicable, until the expiration Expiration Date contemplated by Section 1(d). Except as the Committee may otherwise determine, after either such event this Stock Option shall be null and void as to any Option Shares not then vested. For purposes hereof, a "Service Relationship" shall mean any relationship as an employee, part-time employee or consultant of the Exercise PeriodCompany or any subsidiary of the Company such that, whichever is shorter; and (iii) for example, a Service Relationship shall be deemed to continue without interruption in the event the Employee is terminated without "Cause" (as defined in the Employment Agreement), Optionee's status changes from full-time employee to part-time employee or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the Option shall become fully vested and exercisable and may be exercised for a period of five years from the date of such termination of employment or until the expiration of the Exercise Period, whichever is shorterconsultant. (c) The Board of Directors may, in the event the Executive's employment is terminated for Cause (as provided for in the Employment Agreement), annul the Option and, in such event, may require the Executive to return to the Company the economic benefit of any Option Shares purchased hereunder by the Executive within the six month period prior to the date of termination. In such event, the Executive hereby agrees to remit to the Company, in cash, an amount equal to the difference between the fair market value of the Option Shares on the date of termination (or the sales price of such Shares if the Option Shares were sold during such six month period) and the exercise price of such Shares.

Vesting and Exercisability. (a) Options No portion of this Stock Option may be exercised until such portion shall have vested. (b) Except as set forth below and in Section 6, and subject to purchase 87,500 sharesthe determination of the Compensation Committee of the Board of Directors of the Company or the Board of Directors of the Company, 43,750 shares as applicable (the "Committee"), in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and 43,750 shares, respectively, will vest exercisable with respect to the following number of Option Shares on the first three anniversaries respective dates indicated: Incremental/Aggregate Number Of Option Shares Exercisable* Vesting Date ----------------------------- ------------ 10/10 April 8, 1999 10/20 April 8, 2000 10/30 April 8, 2001 10/40 April 8, 2002 10/50 April 8, 2003 Notwithstanding the foregoing, as of the Start Date effective date of any Sale Event (as defined in Section 6), one half of each annual tranche of the Option Shares listed above, i.e. 5 Shares per tranche (subject to adjustment as set forth in Section 5), which is then unvested shall vest and be deemed vested. Further, notwithstanding anything herein to the contrary but without limitation of Section 6, in the event that this Stock Option is assumed or continued by the Company in the sole discretion of the parties to a Sale Event and thereafter remains in effect ---------- * Subject to Section 5. following such Sale Event as contemplated by Section 6, then this Stock Option shall be deemed vested and exercisable in full upon the date on which the Optionee's employment with the Company and its subsidiaries or successor entity terminates if (i) such termination occurs within eighteen (18) months of such Sale Event and (ii) such termination is by the Company without Cause (as defined in the Employment AgreementPlan as in effect on the date hereof) or by the Optionee for Good Reason (as defined in the Plan as in effect on the date hereof), subject, however, to the following sentence. Notwithstanding the foregoing, in the event that the Company receives written advice from its independent public accountants in connection with any transaction constituting a Sale Event to the effect that vesting of this Stock Option under the circumstances contemplated by the preceding sentence would preclude or otherwise adversely affect the ability of the Company or any other party to such transaction to account for the same as a "pooling of interests" within the meaning of ▇▇▇ ▇▇. ▇▇ (or any successor provision), which transaction would otherwise qualify for such accounting treatment, then vesting of this Stock Option shall not accelerate on a subsequent termination of the Optionee's employment within 18 months following a Sale Event as contemplated by the preceding sentence. (bc) If In the Employeeevent that the Optionee's employment Service Relationship (as hereinafter defined) with the Company and its subsidiaries terminates for any reason prior to or under any circumstances, including the time that Optionee's resignation, retirement or termination by the Option has been fully exercisedCompany, upon the unexercised portion Optionee's death or disability, or for any other reason, regardless of the circumstances thereof, this Stock Option on the date shall no longer vest or become exercisable with respect to any Option Shares not vested (or which do not vest) as of termination of employment (whether exercisable or not) shall immediately expire; provided, however, that (i) if the Employee's employment is terminated by reason of the Employee's disability (pursuant to Section 3.3 of the Employment Agreement), all portions of the Option that are vested at the time of termination shall remain exercisable for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) in the event of the death of the Employee while in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from and after the date of such death or until the expiration of the Exercise Periodtermination, whichever is shorter; and (iii) in the event the Employee is terminated without "Cause" (as defined in the Employment Agreement), or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the this Stock Option shall become fully vested and exercisable and may be exercised for a period of five years from the date of such termination of employment or until the expiration of the Exercise Period, whichever is shorter. (c) The Board of Directors may, in the event the Executive's employment is terminated for Cause (as provided for in the Employment Agreement), annul the Option and, in such event, may require the Executive to return to the Company the economic benefit of any Option Shares purchased hereunder by the Executive within the six month period prior to the date of termination. In such event, the Executive hereby agrees to remit to the Company, in cash, an amount equal to the difference between the fair market value of the Option Shares on the date of termination (or the sales price of such Shares if the Option Shares were sold during such six month period) and the exercise price of such Shares.thereafter

Vesting and Exercisability. (a) Options to purchase 87,500 shares, 43,750 shares and 43,750 shares, respectively, will vest on the first three anniversaries No portion of the Start Date (as defined in the Employment Agreement)this Stock Option may be exercised until such portion shall have vested. (b) If Except as set forth below and in Section 6, and subject to the Employeedetermination of the Committee in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall vest and be exercisable as provided on Schedule A attached hereto. (c) In the event the Optionee's employment Service Relationship with the Company and its Subsidiaries is terminated by the Company for Cause, this Stock Option shall immediately expire and be null and void as of the date of such termination. In the event that the Optionee's Service Relationship with the Company and its Subsidiaries terminates for any other reason prior or under any other circumstances, including the Optionee's resignation, retirement or termination by the Company (other than for Cause), or upon the Optionee's death or disability (as defined in Section 422(c)(6) of the Code), this Stock Option may thereafter be exercised, to the time that the Option has been fully exercised, the unexercised portion of the Option extent it was vested and exercisable on the date of termination of employment (whether exercisable or notsuch termination, until the date specified in Section 1(d) shall immediately expire; provided, however, that (i) if the Employee's employment is terminated by reason below. Any portion of the Employee's disability (pursuant to Section 3.3 of the Employment Agreement), all portions of the Stock Option that are vested at the time of termination shall remain is not exercisable for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) in the event of the death of the Employee while in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from the date of such death or until the expiration of the Exercise Period, whichever is shorter; and (iii) in the event the Employee is terminated without "Cause" (as defined in the Employment Agreement), or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the Option shall become fully vested and exercisable and may be exercised for a period of five years from on the date of such termination of employment or until the expiration of the Exercise Period, whichever is shorterService Relationship shall immediately expire and be null and void. (cd) The Board of Directors may, in the event the Executive's employment is terminated for Cause (as provided for in the Employment Agreement), annul the Option and, in such event, may require the Executive to return Subject to the Company the economic benefit provisions of Section 2(c) and Section 6 below, once any portion of this Stock Option Shares purchased hereunder becomes vested and exercisable, it shall continue to be exercisable by the Executive within the six month period Optionee or his or her successors as contemplated herein at any time or times prior to the earliest of (i) the date which is (A) twelve (12) months following the date on which the Optionee's Service Relationship with the Company and its Subsidiaries terminates due to death or disability or (B) 90 days following the date on which the Optionee's Service Relationship with the Company terminates if the termination is due to any other reason (other than termination by the Company for Cause), or (ii) the Expiration Date. For purposes of terminationthis Agreement the Committee shall have sole discretion to determine the reason for the termination of the Optionee's Service Relationship with the Company or any Subsidiary. (e) It is understood and intended that this Stock Option is intended to qualify as an "incentive stock option" as defined in Section 422 of the Code to the extent permitted under applicable law. In such eventAccordingly, the Executive hereby Optionee understands that in order to obtain the benefits of an incentive stock option under Section 422 of the Code, no sale or other disposition may be made of Issued Shares for which incentive stock option treatment is desired within the one-year period beginning on the day after the day of the transfer of such Issued Shares to him or her, nor within the two-year period beginning on the day after the grant of this Stock Option and further that this Stock Option must be exercised within three months after termination of employment (or twelve months in the case of death or disability) to qualify as an incentive stock option. If the Optionee disposes (whether by sale, gift, transfer or otherwise) of any such Issued Shares within either of these periods, he or she will notify the Company within thirty (30) days after such disposition. The Optionee also agrees to remit provide the Company with any information concerning any such dispositions required by the Company for tax purposes. Further, to the Company, in cash, an amount equal to the difference between the fair market value extent Option Shares and any other incentive stock options of the Option Shares on Optionee having an aggregate Fair Market Value in excess of $100,000 (determined as of the date of termination (or the sales price of Grant Date) vest in any year, such Shares if the Option Shares were sold during such six month period) and the exercise price of such Sharesoptions will not qualify as incentive stock options.

Vesting and Exercisability. (a) Options Subject to purchase 87,500 sharesthe Plan and this Agreement, 43,750 shares the Option shall become vested and 43,750 sharesexercisable (to the extent vested and exercisable, respectivelythe “Vested Options”) as to 20% of the Option Shares on each of the first five anniversaries of (Vest Date) (each, will vest a “Vesting Date”), so long as the Optionee continues to be an employee or Key Non-Employee of the Company or its Affiliates at all times from the Grant Date through each Vesting Date. All vesting shall cease upon the date the Optionee ceases to be an employee or Key Non-Employee of the Company or an Affiliate. The foregoing notwithstanding, if the Optionee’s employment or engagement is terminated by the Company or an Affiliate without cause, the Option Shares which would otherwise have vested on the first three anniversaries of Vesting Date next following such termination shall become Vested Shares on the Start Date (as defined in date the Employment Agreement)Optionee’s employment or engagement terminates. (b) If the Employee's employment with the Company terminates for any reason prior to the time that the The Option has been fully exercised, the unexercised portion of the Option on the date of termination of employment (whether exercisable or not) shall immediately expire; provided, however, that (i) if the Employee's employment is terminated by reason of the Employee's disability (pursuant to Section 3.3 of the Employment Agreement), all portions of the Option that are vested at the time of termination shall remain exercisable for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) in the event of the death of the Employee while in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from the date of such death or until the expiration of the Exercise Period, whichever is shorter; and (iii) in the event the Employee is terminated without "Cause" (as defined in the Employment Agreement), or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the Option shall become fully vested and exercisable and may be exercised for a period only with respect to Option Shares issuable upon the exercise of five years from the date of such termination of employment or until the expiration of the Exercise Period, whichever is shorterany Vested Options. (c) The Board of Directors may, in the event the Executive's employment is terminated for Cause (as provided for in the Employment Agreement), annul Optionee shall not be entitled to exercise the Option and, in such event, may require the Executive to return and no Shares of Class B-1 Common Stock shall be issued pursuant to the Company exercise of the economic benefit of any Option Shares purchased hereunder by unless the Executive within the six month period prior to the date of termination. In such event, the Executive hereby agrees to remit Optionee becomes a signatory to the Company’s Shareholders Agreement, the 2011 Shareholders Agreement and the Registration Rights Agreement by executing joinder agreements thereto whereby the Optionee shall be deemed to have adopted and to have agreed to be bound by all of the provisions of such agreements. (d) For the avoidance of doubt, the limitations on the Optionee’s ability to exercise the Option contained in cashthis Agreement are independent, an amount equal and the Option shall only be exercisable to the difference between the fair market value of the Option Shares on the date of termination (or the sales price extent that none of such Shares if the Option Shares were sold during such six month period) and the exercise price of such Shareslimitations apply.

Vesting and Exercisability. (a) Options to purchase 87,500 shares, 43,750 shares and 43,750 shares, respectively, will vest on the first three anniversaries No portion of the Start Date (as defined in the Employment Agreement)this Stock Option may be exercised until such portion shall have vested. (b) If Except as set forth below and in Section 6, and subject to the Employee's determination of the Compensation Committee of the Board of Directors of the Company or the Board of Directors of the Company, as applicable (the “Committee”), in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable with respect to the following number of Option Shares on the respective dates indicated: Notwithstanding anything herein to the contrary and without limitation of Section 6, in the event that this Stock Option is assumed in the sole discretion of the parties to a Sale Event (as defined in Section 6) or is continued by the Company and thereafter remains in effect following such Sale Event as contemplated by Section 6, then this Stock Option shall be deemed vested and exercisable in full upon the date on which the Optionee’s employment with the Company and its subsidiaries or successor entity terminates if (i) such termination occurs within eighteen (18) months of such Sale Event and (ii) such termination is by the Company without cause or by the Optionee if such termination by Optionee is preceded during such 18-month period by any material adverse modification of the duties, principal employment location or compensation of the Optionee without his or her consent, subject, however, to the following sentence. Notwithstanding the foregoing, in the event a Sale Event is contingent on using “pooling of interest” accounting methodology, the Company may, in its discretion, take any action necessary to preserve the use of “pooling of interest” accounting, including nullifying the vesting of this Stock Option as provided in the previous sentence. In addition and notwithstanding anything herein to the contrary, in the event that the Optionee is not offered employment by the Company and its subsidiaries or any successor entity following a Sale Event other than a Sale Event accounted for as a “pooling of interests” on substantially the same or better terms (including, * Subject to Section 5. without limitation, duties and compensation) than those in effect immediately prior to such Sale Event with respect to his or her employment, then this Stock Option shall be deemed vested and exercisable in full upon the date on which the Optionee’s employment with the Company and its subsidiaries terminates. (c) In the event that the Optionee’s Service Relationship (as hereinafter defined) with the Company and its subsidiaries terminates for any reason prior to or under any circumstances, including the time that Optionee’s resignation, retirement or termination by the Option has been fully exercisedCompany, upon the unexercised portion Optionee’s death or disability, or for any other reason, regardless of the circumstances thereof, this Stock Option on the date shall no longer vest or become exercisable with respect to any Option Shares not vested (or which do not vest) as of termination of employment (whether exercisable or not) shall immediately expire; provided, however, that (i) if the Employee's employment is terminated by reason of the Employee's disability (pursuant to Section 3.3 of the Employment Agreement), all portions of the Option that are vested at the time of termination shall remain exercisable for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) in the event of the death of the Employee while in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from and after the date of such death or termination, and this Stock Option may thereafter be exercised, to the extent it was vested and exercisable on such date of such termination, until the expiration Expiration Date contemplated by Section 1(d), except as the Committee may otherwise determine. For purposes hereof, a “Service Relationship” shall mean any relationship as an employee, part-time employee or consultant of the Exercise PeriodCompany or any subsidiary of the Company such that, whichever is shorter; and (iii) for example, a Service Relationship shall be deemed to continue without interruption in the event the Employee is terminated without "Cause" (as defined in the Employment Agreement), Optionee’s status changes from full-time employee to part-time employee or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the Option shall become fully vested and exercisable and may be exercised for a period of five years from the date of such termination of employment or until the expiration of the Exercise Period, whichever is shorterconsultant. (c) The Board of Directors may, in the event the Executive's employment is terminated for Cause (as provided for in the Employment Agreement), annul the Option and, in such event, may require the Executive to return to the Company the economic benefit of any Option Shares purchased hereunder by the Executive within the six month period prior to the date of termination. In such event, the Executive hereby agrees to remit to the Company, in cash, an amount equal to the difference between the fair market value of the Option Shares on the date of termination (or the sales price of such Shares if the Option Shares were sold during such six month period) and the exercise price of such Shares.

Vesting and Exercisability. (a) Options to purchase 87,500 shares, 43,750 shares and 43,750 shares, respectively, will vest on the first three anniversaries No portion of the Start Date (as defined in the Employment Agreement)this Stock Option may be exercised until such portion shall have vested. (b) If Except as set forth below and in Section 6, and subject to the Employeedetermination of the Compensation Committee of the Board of Directors of the Company or the Board of Directors of the Company, as applicable (the "Committee"), in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable with respect to the following number of Option Shares on the date indicated: Incremental (Aggregate Number) Of Option Shares Exercisable Vesting Date ---------------------------- ------------ 1. 17,500 August 6, 1998 2. 17,500 August 6, 1999 3. 17,500 August 6, 2000 4. 17,500 August 6, 2001 Further, subject to the provisions of Section 6 hereof, this Stock Option shall be deemed vested and exercisable in full upon the date on which the Optionee's employment with the Company and its Subsidiaries terminates if such termination occurs in the year following a Change of Control (as hereinafter defined) of the Company and either (i) such termination occurs pursuant to or under the circumstances contemplated by Section 6(e) or Section 6(f) of the Employment Agreement dated August 12, 1997, between the Company and the Optionee (the "Employment Agreement") (i.e., without cause termination by the Company or ------------------------- * Subject to Section 5. termination by the Optionee following a material and uncured default by the Company) or (ii) without limitation of clause (i) above, such termination is preceded during such year by any material elimination or adverse modification in the duties, responsibilities, principal employment location or compensation of the Optionee without his written consent (provided that it shall not be deemed a material elimination or adverse modification in duties or responsibilities of the Optionee if the Employee continues to be the financial officer principally responsible for any reason the business of the Company immediately prior to the time that the Option has been fully exercisedChange of Control (e.g., the unexercised portion of the Option on the date of termination of employment (whether exercisable or not) shall immediately expire; provided, however, that (i) if the Employee's employment is terminated by reason of the Employee's disability (pursuant to Section 3.3 of the Employment Agreement), all portions of the Option that are vested at the time of termination shall remain exercisable for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) in the event of the death of the Employee while in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from the date of such death or until the expiration of the Exercise Period, whichever is shorter; and (iii) in the event the Employee is terminated without "Cause" (as defined in the Employment Agreementfinancial officer principally responsible for the Boron, ▇▇▇▇▇▇ division of another company following a Change of Control involving an acquisition by another company), or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the Option shall become fully vested and exercisable and may be exercised for a period of five years from the date of such termination of employment or until the expiration of the Exercise Period, whichever is shorter. (c) The Board of Directors may, in the event the Executive's employment is terminated for Cause (as provided for in the Employment Agreement), annul the Option and, in such event, may require the Executive to return to the Company the economic benefit of any Option Shares purchased hereunder by the Executive within the six month period prior to the date of termination. In such event, the Executive hereby agrees to remit to the Company, in cash, an amount equal to the difference between the fair market value of the Option Shares on the date of termination (or the sales price of such Shares if the Option Shares were sold during such six month period) and the exercise price of such Shares.

Vesting and Exercisability. (a) Options Subject to purchase 87,500 sharesthe Participant’s continued Employment with the Company, 43,750 shares the Option shall vest and 43,750 sharesbecome exercisable pursuant to the terms contained in Schedule A, respectivelyattached hereto. At any time, will vest on the first three anniversaries portion of the Start Date Option which has become vested and exercisable as described above (or pursuant to Section 2(b) and/or 2(c) below) is hereinafter referred to as defined in the Employment Agreement)“Vested and Exercisable Portion.” (b) If the Employee's employment with the Company Participant’s Employment terminates or is terminated for any reason prior other than by the Company for Cause, the Option shall, to the time that extent not then vested and exercisable, become vested (but not exercisable ) by applying the Option has been fully exercised, following rules: (A) If the unexercised portion termination of Employment occurs on or after the first anniversary of the Option on the date Date of termination of employment (whether exercisable or not) shall immediately expire; providedGrant, however, that (i) if the Employee's employment is terminated by reason of the Employee's disability (pursuant to Section 3.3 of the Employment Agreement), all portions of the Option that are vested at the time of termination shall remain exercisable for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) in the event of the death of the Employee while in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from the date of such death or until the expiration of the Exercise Period, whichever is shorter; and (iii) in the event the Employee is terminated without "Cause" (as defined in the Employment Agreement), or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the Option shall become fully vested (but not exercisable) with respect to an additional number of Shares such that the Option is vested with respect to 33.333% of the Shares initially covered by the Option, and exercisable and may be exercised with respect to 2.777% of the Shares initially covered by the Option for a period each full month of five years from Employment subsequent to the first anniversary of the Date of Grant but prior to the date of such termination of employment Employment; provided that no additional vesting will occur under this Clause (A) if, at the time of such termination of Employment, the Option is already vested to the extent set forth in this Clause (A); (B) If the Participant’s Employment is terminated due to death or until Disability, (x) the expiration Option shall become vested (but not exercisable) with respect to 50% of the Exercise Periodthen unvested and unexercisable Shares, whichever and (y) the portion of the Option that becomes vested pursuant to Clause (A) and/or (B) shall remain outstanding and capable of becoming exercisable to the extent permitted under Section 2(c) and for the period set forth in Section 3(b); (C) If the Participant’s Employment is shorterterminated by the Company without Cause or by the Participant with Good Reason, (x) the Option shall become vested (but not exercisable) with respect to all of the then-unvested and unexercisable Shares, and (y) the portion of the Option that becomes vested pursuant to Clause (A) and/or (C) shall remain outstanding and capable of becoming exercisable to the extent permitted under Section 2(c) and for the period set forth in Section 3(b); and (D) If the Participant’s Employment is terminated by the Participant without Good Reason, the Option shall, to the extent not then vested and exercisable, be immediately canceled by the Company without consideration. The portion of the Option that is vested and exercisable prior to the termination of the Participant’s Employment shall remain exercisable for the period set forth in Section 3(a). The portion of the Option that is not yet vested and exercisable prior to such termination of Employment, and that does not become vested upon the Participant’s termination of Employment pursuant to Clauses (A) through (D) above, shall be immediately canceled by the Company without consideration. If the Participant’s Employment is terminated by the Company for Cause, the Option shall, to the extent not then vested and exercisable, be immediately canceled by the Company without Consideration. (c) The Board Notwithstanding any other provisions of Directors maythis Agreement to the contrary, in the event the Executive's employment is terminated for Cause (as provided for of a Change in the Employment Agreement)Control or Exit Event, annul the Option andshall, in such event, may require the Executive to return to the Company the economic benefit extent not then vested and exercisable and not previously canceled, vest and become exercisable as follows: The Option shall be vested and exercisable in full as of any Option Shares purchased hereunder by the Executive within the six month period immediately prior to the date of termination. In such eventChange in Control or Exit Event if, the Executive hereby agrees to remit to the Company, in cash, an amount equal to the difference between the fair market value as a result of the Option Shares on Change in Control or Exit Event, SLP and its Affiliates receive greater than 2.5 times their initial equity investment in the date Company as of termination Closing (or as defined in the sales price Agreement and Plan of such Shares if the Option Shares were sold during such six month period) Merger, dated July 30, 2006, by and the exercise price of such Sharesbetween IPC Acquisition Corp., Trader Acquisition Corp and Trader Merger Corp).