Common use of Vesting and Exercisability Clause in Contracts

Vesting and Exercisability. (a) 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 the 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 as provided in Schedule A hereto. ---------- (c) In the event that the Optionee's Service Relationship (as hereinafter defined) with the Company and its subsidiaries terminates for any reason 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 greater New York Metropolitan area, this Stock Option shall no longer vest or become exercisable with respect to any Option Shares not vested as of the date of such termination from and after the date of such 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 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 Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the 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 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 "Expiration 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 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 other disposition may be made of any Option Shares 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 Company for tax purposes.

Vesting and Exercisability. (a) No portion Options to purchase 87,500 shares, 43,750 shares and 43,750 shares, respectively, will vest on the first three anniversaries of this Stock Option may be exercised until such portion shall have vestedthe Start Date (as defined in the Employment Agreement). (b) Except as set forth below and in Section 6, and subject to If the 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 as provided in Schedule A hereto. ---------- (c) In the event that the OptioneeEmployee's Service Relationship (as hereinafter defined) employment with the Company and its subsidiaries terminates for any reason or under any circumstancesprior to the time that the Option has been fully exercised, including the Optionee's resignation, retirement or termination by the Company, upon the Optionee's death or disability, or for any other reason, regardless unexercised portion of the circumstances thereofOption on the date of termination of employment (whether exercisable or not) shall immediately expire; provided, or in however, that (i) if the event 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 as are vested at the time of October 1, 1997, the Optionee has failed to permanently relocate to the greater New York Metropolitan area, this Stock Option termination shall no longer vest or become remain exercisable with respect to any Option Shares not vested as 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 terminationdeath or until the expiration of the Exercise Period, except whichever is shorter; and (iii) in the event the Employee is terminated without "Cause" (as provided defined in Section 1(d) and Section 5 of Schedule A heretothe Employment Agreement), and this ---------- Stock or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the Option may thereafter be exercised, to the extent it was shall become fully vested and exercisable on such and may be exercised for a period of five years from the date of such termination of employment or as of October 1, 1997, if applicable, until the 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 expiration of the Company or any subsidiary Exercise Period, whichever is shorter. (c) The Board of the Company such thatDirectors may, for example, a Service Relationship shall be deemed to continue without interruption in the event the OptioneeExecutive's status changes from full-time employee employment is terminated for Cause (as provided for in the Employment Agreement), annul the Option and, in such event, may require the Executive 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 return to the earlier of (i) Company the date which is 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 "Expiration 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 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 other disposition may be made economic benefit of any Option Shares purchased hereunder by the Executive within the one-year six month period beginning 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 day after date of termination (or the day of the transfer sales price of such Shares if the Option Shares to him, nor within were sold during such six month period) and the two-year period beginning on the day after the grant exercise price 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 Company for tax purposesShares.

Vesting and Exercisability. (a) No portion Subject to accelerated vesting and exercisability in the discretion of this Stock the Committee as permitted by the Plan, and subject to the provisions relating to expiration of the Option may be exercised until under Section 5 below, 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 anniversary of the Grant Date; provided the Participant remains an Employee, Director or Consultant of the Company or a Subsidiary on such portion date; (ii) The Option shall have vestedbecome vested and first exercisable as to the 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) Except as set forth below and in Section 6, and subject to Nothing herein limits the determination discretionary authority of the Compensation Committee of under the Board of Directors of the Company Plan to waive vesting or the Board of Directors of the Company, as applicable (the "Committee"), forfeiture provisions in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable as provided whole or in Schedule A hereto. ----------part in special circumstances. (c) In the event that the OptioneeParticipant's Service Relationship (service as hereinafter defined) an Employee, Director or Consultant with the Company and and/or its subsidiaries terminates Subsidiaries ceases for any reason (whether voluntarily or under any circumstancesinvoluntarily, including the Optionee's on account of death, disability, resignation, retirement or termination by the Company, upon the Optionee's death discharge with or disability, or without cause) prior to an otherwise applicable vesting date 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 greater New York Metropolitan area, this Stock Option shall no longer vest or become exercisable with respect to any Option Shares not vested as of the date of such termination from and after the date of such 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 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 Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the Optionee's status changes from full-time employee to part-time employee or consultant. (d) Once any portion of this Stock Option becomes vested the Option, the Participant shall immediately 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 12 months following the date on which the Optionee's Service Relationship with the Company automatically forfeit 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 "Expiration Date"). (e) It is understood and intended that this Stock Option shall qualify as an "incentive stock option" as defined in Section 422 relinquish all of the Code. Accordingly, the Optionee understands that in order to obtain the benefits of an incentive stock option under Section 422 then unvested portion of the Code, no sale or other disposition may be made of Option (computed after taking into account any Option Shares within the one-year period beginning on the day after the day of the transfer accelerated vesting of such Option Shares under Section 4(b) above) without any right to himreceive any compensation, remuneration or other payment therefor. Neither the Participant 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 any of the Company Participant's successors, heirs, assigns or within three months after he ceases to be an employee personal representatives shall have any rights or interests in any portion of the Company (Option that is so forfeited. For avoidance of doubt, transfers of employment between Subsidiaries 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 shall not be treated as terminations of employment triggering forfeiture of the Company with any information concerning any such dispositions required by the Company for tax purposesOption.

Vesting and Exercisability. (a) No portion Subject to the Plan and this Agreement, the Option shall become vested and exercisable (to the extent vested and exercisable, the “Vested Options”) as to 20% of this Stock the Option may Shares on each of the first five anniversaries of (Vest date, 2015) (each, a “Vesting Date”), so long as the Optionee continues to be exercised until 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 Vesting Date next following such portion termination shall have vestedbecome Vested Shares on the date the Optionee’s employment or engagement terminates. (b) Except as set forth below and in Section 6, and subject The Option may be exercised only with respect to Option Shares issuable upon the determination exercise 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. ----------any Vested Options. (c) In The Optionee shall not be entitled to exercise the event that Option and no Shares of Common Stock shall be issued pursuant to the Optionee's Service Relationship (as hereinafter defined) with exercise of the Company and its subsidiaries terminates for any reason or under any circumstances, including Option unless the Optionee's resignation, retirement or termination by Optionee becomes a signatory to 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’s Shareholders Agreement, the 2011 Shareholders Agreement and the Registration Rights Agreement by executing joinder agreements thereto whereby the Optionee has failed to permanently relocate to the greater New York Metropolitan area, this Stock Option shall no longer vest or become exercisable with respect to any Option Shares not vested as of the date of such termination from and after the date of such 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 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 Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in have adopted and to have agreed to be bound by all of the event the Optionee's status changes from full-time employee to part-time employee or consultantprovisions of such agreements. (d) Once any portion For the avoidance of doubt, the limitations on the Optionee’s ability to exercise the Option contained in this Stock Agreement are independent, and the Option becomes vested and exercisable, it shall continue to only 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 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 "Expiration Date"). (e) It is understood and intended extent that this Stock Option shall qualify as an "incentive stock option" as defined in Section 422 of the 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 other disposition may be made of any Option Shares within the one-year period beginning on the day after the day of the transfer none 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 Company for tax purposeslimitations apply.

Vesting and Exercisability. (a) 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 the 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 vest and be exercisable with respect to the percentage of the Option Shares on the 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 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 provided in Schedule A heretothe 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. ---------- (c) 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 (as hereinafter defined) with the Company and its subsidiaries Subsidiaries terminates for any other reason or under any other circumstances, including the Optionee's resignation, retirement or termination by the CompanyCompany (other than for Cause), or upon the Optionee's death or disability, or for any other reason, regardless disability (as defined in Section 422(c)(6) of the circumstances thereof, or in the event that as of October 1, 1997, the Optionee has failed to permanently relocate to the greater New York Metropolitan areaCode), this Stock Option shall no longer vest or become exercisable with respect to any Option Shares not vested as of the date of such termination from and after the date of such 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 the date of such termination, until the date specified in Section 1(d) below. Any portion of the Stock Option that is not exercisable on the date of such termination or as of October 1, 1997, if applicable, until the Expiration Date contemplated by Section 1(d). Except as the Committee may otherwise determine, after either such event this Stock Option Service Relationship shall immediately expire and be null and void as void. Subject to any Option Shares not then vested. For purposes hereofthe provisions of Section 2(c) and Section 6 below, a "Service Relationship" shall mean any relationship as an employee, part-time employee or consultant of the Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the Optionee's status changes from full-time employee to part-time employee or consultant. (d) Once once any portion of this Stock Option becomes vested and exercisable, 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 earlier earliest of (i) the date which is 12 (A) twelve (12) months following the date on which the Optionee's Service Relationship with the Company and its subsidiaries Subsidiaries terminates due to death or disability or for three months (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, except as provided in Section 5 of Schedule Areason (other than termination by the Company for Cause), or (ii) June 9, 2007, subject the Expiration Date. For purposes of this Agreement the Committee shall have sole discretion to determine the provisions hereof, ---------- including, without limitation, Section 7 hereof which provides reason for the termination of unexercised options upon completion of certain transactions as described therein (the "Expiration Date"). (e) Optionee's Service Relationship with the Company or any Subsidiary. It is understood and intended that this Stock Option shall is intended to qualify as an "incentive stock option" as defined in Section 422 of the CodeCode to the extent permitted under applicable law. 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 other disposition may be made of any Option 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 Option Issued Shares to himhim or her, nor within the two-year period beginning on the day after the grant of this Stock Option, Option and further that exercise of this Stock Option must occur while Optionee is an employee of the Company or be exercised within three months after he ceases to be an employee termination of the Company 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 Option Issued Shares within either of these holding 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 Optionee having an aggregate Fair Market Value in excess of $100,000 (determined as of the Grant Date) vest in any year, such options will not qualify as incentive stock options.

Vesting and Exercisability. i. This Option shall vest and become exercisable with regard to the following percentages of the aggregate number of shares of Common Stock subject to this Option, rounded to the nearest whole number of shares, on the vesting dates set forth below, unless the Holder’s Severance has occurred prior to the applicable vesting date: Six months after the Grant Date 10% One year after the Grant Date 20% Eighteen months after the Grant Date 40% Two years after the Grant Date 60% Thirty months after the Grant Date 80% Three years after the Grant Date 100% ii. Notwithstanding the provisions of Section 2(i) above, the following provisions shall apply upon the occurrence of the following specified events: (aA) No portion If the Holder’s Severance occurs by reason of the Holder’s death, then on the date of the Holder’s death, all portions of this Stock Option may not previously exercised shall immediately become fully vested and shall be exercised until such portion shall have vestedexercisable by the Holder’s legal representatives or designated beneficiary. (bB) Except as set forth below and in Section 6, and subject to If the determination Holder’s Severance occurs by reason of the Compensation Committee Holder’s Disability (as defined in the Holder’s Executive Employment Agreement with Mattel dated October 18, 2000 and effective as of May 16, 2000 (the “Employment Agreement”)), then on the Disability Effective Date (as defined in the Employment Agreement), all portions of this Option not previously exercised shall immediately become fully vested and exercisable. (C) If the Holder’s employment with Mattel is terminated for Cause (as defined in the Employment Agreement), then on the Date of Termination (as defined in the Employment Agreement), all portions of this Option that are unexercised at the date of such termination shall be forfeited; provided that such forfeiture shall not take place until all of the following have occurred: (i) at least two-thirds (2/3) of the nonmanagement members of the Board of Directors of Mattel make a good faith determination that termination for Cause is appropriate, (ii) the Company or the Board of Directors Holder has received written notice of the Companyactivity that constitutes grounds for termination for Cause, as applicable (iii) the "Committee")Holder has been afforded a reasonable opportunity to cure or correct the activity described in such notice, in its sole discretion to accelerate and (iv) 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 Service Relationship (as hereinafter defined) with the Company and its subsidiaries terminates for any reason 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 Holder has failed to permanently relocate to substantially cure, correct or cease the greater New York Metropolitan areaactivity, this Stock Option shall no longer vest or become exercisable with respect to any Option Shares not vested as of the date of such termination from and after the date of such 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 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 Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the Optionee's status changes from full-time employee to part-time employee or consultantappropriate. (dD) Once any portion If Mattel terminates the Holder’s employment other than for Cause or Disability or the Holder terminates his employment with Mattel for Good Reason (as defined in the Employment Agreement), then on the Date of Termination, all portions of this Stock Option becomes not previously exercised shall immediately become fully 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 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 "Expiration 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 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 other disposition may be made of any Option Shares 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 Company for tax purposes.

Vesting and Exercisability. (a) No portion Subject to the Plan and this Agreement, the Option shall become vested and exercisable (to the extent vested and exercisable, the “Vested Options”) as to 20% of this Stock the Option may Shares on each of the first five anniversaries of the 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 exercised until 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 Optionee’s employment agreement), the Options which would otherwise have vested on the Vesting Date next following such portion termination shall have vestedbecome Vested Options on the date the Optionee’s employment or engagement terminates (defined as the Termination Date in the Optionee’s employment agreement). (b) Except as set forth below and in Section 6, and subject The Option may be exercised only with respect to Option Shares issuable upon the determination exercise 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. ----------any Vested Options. (c) In The Optionee shall not be entitled to exercise the event that Option and no Shares of Common Stock shall be issued pursuant to the Optionee's Service Relationship (as hereinafter defined) with the Company and its subsidiaries terminates for any reason 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 exercise of the circumstances thereof, or in Option unless the event that as of October 1, 1997Optionee 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 has failed to permanently relocate to the greater New York Metropolitan area, this Stock Option shall no longer vest or become exercisable with respect to any Option Shares not vested as of the date of such termination from and after the date of such 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 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 Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in have adopted and to have agreed to be bound by all of the event the Optionee's status changes from full-time employee to part-time employee or consultantprovisions of such agreements. (d) Once any portion For the avoidance of doubt, the limitations on the Optionee’s ability to exercise the Option contained in this Stock Agreement are independent, and the Option becomes vested and exercisable, it shall continue to only 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 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 "Expiration Date"). (e) It is understood and intended extent that this Stock Option shall qualify as an "incentive stock option" as defined in Section 422 of the 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 other disposition may be made of any Option Shares within the one-year period beginning on the day after the day of the transfer none 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 Company for tax purposeslimitations apply.

Vesting and Exercisability. (a) No portion Subject to Section 2(b) and Section 2(c) hereof, the Option shall vest and become exercisable as follows: 50% of this Stock the Option may be exercised until will vest on each of the first and second anniversaries of the date hereof, provided that the Holder remains continuously employed by the Corporation or a Subsidiary from the Award Date through (and including) each such portion shall have vestedrespective vesting date. (b) Except as set forth below and Notwithstanding the provisions of Section 2(a) hereof, in Section 6, and subject to the determination event of the Compensation Committee of Holder’s death or Disability, the Board of Directors of Holder shall immediately be vested in the Company or Option and 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 for the periods provided in Schedule A hereto. ----------the Plan. (c) In Notwithstanding the event that the Optionee's Service Relationship (as hereinafter definedprovisions of Section 2(a) with the Company and its subsidiaries terminates for any reason or under any circumstanceshereof, 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 (i) the 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 October 1, 1997the Holder’s resignation for Good Reason, the Optionee has failed to permanently relocate to the greater New York Metropolitan area, this Stock Option Holder shall no longer vest or become exercisable with respect to any Option Shares not immediately be vested as to (x) 1/2 (one-half) of the date of Option if such termination from is in 2018 and after (y) all of the date of Option if such terminationtermination is in 2019, except as and shall be exercisable for the periods 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 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 Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the Optionee's status changes from full-time employee to part-time employee or consultantPlan. (d) Once In the event of the Holder’s termination of employment for any portion of this Stock Option becomes vested and exercisable, it shall continue to be exercisable by reason other than the Optionee circumstances set forth in Section 2(b) or his successors as contemplated herein at any time or times Section 2(c) prior to the earlier of (i) the date which is 12 months following the date on which the Optionee's Service Relationship Option (or portion thereof) has become vested, unless otherwise provided in the Plan, (i) the Option (or portion thereof), to the extent not then vested and exercisable, shall be immediately cancelled with the Company and its subsidiaries terminates no compensation due to death the Holder, and the Holder shall have no rights or disability or for three months following interests with respect to such portion of the date on which the Optionee's Service Relationship with the Company Option; 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 9the Option (or portion thereof), 2007, subject to the provisions hereofextent vested and exercisable, ---------- including, without limitation, Section 7 hereof which provides shall remain exercisable for the termination of unexercised options upon completion of certain transactions as described therein (periods provided in the "Expiration Date")Plan. (e) It is understood and intended that this Stock Any other applicable restrictions or conditions under the requirements of any stock exchange upon which any Shares issued pursuant to the Option shall qualify as an "incentive stock option" as defined in Section 422 or shares of the 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 other disposition may be made of any Option Shares 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 Optionsame class are then listed, and that exercise of this Stock Option must occur while Optionee is an employee of the Company or within three months after he ceases under any securities law applicable to such Shares, shall 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 Company for tax purposesimposed.

Vesting and Exercisability. (a) No portion Subject to the provisions of Sections 2(b), (c) and (d), this Stock Option may be exercised until Award will vest and become exercisable in accordance with the 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 Company prior to such portion shall have vestedAnniversary Date. (b) Except as set forth below and in Section 6, and subject Upon Participant’s termination from service with the Company for any reason prior to the determination first anniversary of the Compensation Committee Date of Grant, with or without Cause (as defined below) or by mutual agreement, the Board of Directors of Participant shall immediately forfeit any right to vest in the Company or Option, 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 terminate and this Grant Agreement will be vested and exercisable as provided in Schedule A hereto. ----------of no further effect. (c) In If, following the event that first anniversary of the Optionee's Service Relationship (as hereinafter defined) Date of Grant, the Participant’s service with the Company and its subsidiaries terminates is terminated for any reason or under any circumstances, including the Optionee's resignation, retirement or other than termination by the CompanyCompany for Cause, upon and Participant has not received a notice of termination from the Optionee's death or disabilityCompany for Cause as of such separation date, or for (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 reason, regardless vested and unexercised portion of the circumstances thereofOption, or will be exercisable to the extent specified in the event that as Paragraph 3. For purposes of October 1, 1997this Paragraph 2(c), the Optionee prorated portion shall be determined by dividing the number of complete calendar months the Participant has failed to permanently relocate served with the Company since the most recent Anniversary Date by twelve. (d) If a Participant’s service to the greater New York Metropolitan areaCompany is terminated for Cause at any time, this Stock all of such Participant’s rights to exercise the Option (whether vested or unvested) shall no longer vest or become exercisable with respect to any Option Shares not vested as of terminate on the date of such termination from and after the date of such termination, except as provided in Section 1(d) and Section 5 of Schedule A hereto, service and this ---------- Stock Option may thereafter Grant Agreement will be exercised, to the extent it was vested and exercisable on such date of such termination no further force or as of October 1, 1997, if applicable, until the 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 Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the 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 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 "Expiration Date")effect. (e) It is understood For purposes of this Grant Agreement, “Cause” shall have the meaning ascribed to such term in any employment agreement between Participant and intended that this Stock Option the Company, or, if no such agreement exists, then “Cause” shall qualify as an "incentive stock option" as defined in Section 422 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 Code. Accordinglyterms of this Grant Agreement or any other agreement between the Participant and the Company, the Optionee understands that in order to obtain the benefits or of an incentive stock option under Section 422 any of the CodeCompany’s policies, no sale 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 disposition may be made 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 Option Shares within crime involving moral turpitude or a felony; or (vi) the one-year period beginning Participant’s performance or omission of any act which, in the judgment of the Company, if known to the customers, clients, stockholders or any regulators of the Company, would have a material adverse impact on the day after the day business 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 Company for tax purposesCompany.

Vesting and Exercisability. (a) 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 the 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 hereunderbelow, this Stock Option shall be vested exercisable at any time on and exercisable after the Initial Vesting Date and prior to the Expiration Date or earlier termination of the Option as provided herein and in Schedule A heretothe 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 Optionee's Participant’s Service Relationship (as hereinafter defined) with the Company and its subsidiaries terminates for any reason 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 greater New York Metropolitan areaterminates, this Stock Option shall no longer vest or become exercisable with respect to any Option Shares not vested as of the date of such termination from and after the date of such 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 the date of such termination or as of October 1, 1997, if applicabletermination, until the Expiration Date contemplated by date specified in Section 1(d)l (d) hereof. Except as Any portion of this Option that is not vested on the Committee may otherwise determine, after either such event this Stock Option date of termination of the Service shall immediately expire and 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 Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the Optionee's status changes from full-time employee to part-time employee or consultantvoid. (d) Once Subject to the provisions of Section 6 hereof, once any portion of this Stock Option becomes vested and exercisable, it shall continue to be exercisable by the Optionee Participant or his successors or her representatives and legatees as contemplated herein at any time or times prior to the earlier of earliest of: (i) the date which is 12 is: (A) twelve (12) months following the date on which the Optionee's Participant’s Service Relationship with the Company and its subsidiaries terminates due to death or disability Disability, or for (B) three months (3) years following the date on which the Optionee's Participant’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 "Expiration Date"). (e) It is understood and intended that this If designated as an Incentive Stock Option shall qualify as an "incentive stock option" as defined in Section 422 of the Code. AccordinglyNotice, the Optionee Participant understands that in order to obtain the benefits of an incentive stock option under Section 422 of the Code, subject to any amendments thereof, no sale or other disposition may be made of any Option Issued Shares within the one-year one (1)-year period beginning on the day after the day of the transfer issuance of such Option Issued Shares to himhim or her (i.e., the exercise date), nor within the two-year two (2)-year period beginning on the day after the grant of this Stock Option, Option and further that exercise of this Stock Option must occur while Optionee is an employee of be exercised, if and to the Company or extent permitted hereunder, within three (3) months after he ceases to be an employee termination of the Company employment (or twelve (12) months in the case of death or disabilityDisability). If the Optionee Participant disposes of any such Issued Shares (whether by sale, gift, transfer or otherwise) of any such Option Shares within either of these holding periods, he will or she agrees to notify the Company within thirty (30) days after such disposition. The Optionee 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 time that the 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, 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 the Participant is exercising. In the absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Stock Option first.

Vesting and Exercisability. (a) No Subject to the Participant’s continued Employment with the Company, the Option shall vest and become exercisable pursuant to the terms contained in Schedule A, attached hereto. At any time, the portion of this Stock the Option may be exercised until such portion shall have vestedwhich has become vested and exercisable as described above (or pursuant to Section 2(b) and/or 2(c) below) is hereinafter referred to as the “Vested and Exercisable Portion.” (b) Except as If the Participant’s Employment terminates or is terminated for any reason other than by the Company for Cause, the Option shall, to the extent not then vested and exercisable, become vested (but not exercisable ) by applying the following rules: (A) If the termination of Employment occurs on or after the first anniversary of the Date of Grant, the Option shall become 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 with respect to 2.777% of the Shares initially covered by the Option for each full month of Employment subsequent to the first anniversary of the Date of Grant but prior to the date of such termination of 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 below in this Clause (A); (B) If the Participant’s Employment is terminated due to death or Disability, (x) the Option shall become vested (but not exercisable) with respect to 50% of the then unvested and unexercisable Shares, 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 63(b); (C) If the Participant’s Employment is terminated 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 subject (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 determination 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 Compensation Committee Option that is vested and exercisable prior to the termination of the Board of Directors 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 or without consideration. If the Board 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) Notwithstanding any other provisions of Directors of this Agreement to the Company, as applicable (the "Committee")contrary, in its sole discretion the event of a Change in Control or Exit Event, the Option shall, to accelerate the vesting schedule hereunderextent not then vested and exercisable and not previously canceled, this Stock vest and become exercisable as follows: The Option shall be vested and exercisable as provided in Schedule A hereto. ---------- (c) In the event that the Optionee's Service Relationship (as hereinafter defined) with the Company and its subsidiaries terminates for any reason 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 full as of October 1, 1997, the Optionee has failed to permanently relocate to the greater New York Metropolitan area, this Stock Option shall no longer vest or become exercisable with respect to any Option Shares not vested as of the date of such termination from and after the date of such 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 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 Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the 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 immediately prior to the earlier Change in Control or Exit Event if, as a result of (i) the date which is 12 months following the date on which the Optionee's Service Relationship with Change in Control or Exit Event, SLP and its Affiliates receive greater than 2.5 times their initial equity investment in 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 Closing (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 "Expiration Date"). (e) It is understood and intended that this Stock Option shall qualify as an "incentive stock option" as defined in Section 422 the Agreement and Plan of the Code. AccordinglyMerger, the Optionee understands that in order to obtain the benefits of an incentive stock option under Section 422 of the Codedated July 30, no sale or other disposition may be made of any Option Shares within the one-year period beginning on the day after the day of the transfer of such Option Shares to him2006, nor within the two-year period beginning on the day after the grant of this Stock Optionby and between IPC Acquisition Corp., Trader Acquisition Corp 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 disabilityTrader Merger Corp). 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 Company for tax purposes.

Vesting and Exercisability. (a) No portion The Option will vest and become exercisable, subject to the terms of this Stock 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 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 Option may be exercised until such portion shall have vestedin whole or in part in the event of my termination of employment prior to the applicable vesting date. (b) Except as set forth below and Notwithstanding anything in Section 6, and subject this Agreement to the determination contrary, the provisions of this Section 3(b) shall govern the Compensation Committee Option, to the extent not previously vested or forfeited, in the event of a Change of Control (as defined in the Board of Directors of the Company or the Board of Directors Plan) of the Company. (i) If the Option is not 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, as applicable then the forfeiture restrictions referred to in Section 2 hereof shall lapse and the Option will vest and become exercisable in full (the "Committee"without proration), 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 Service Relationship (as hereinafter defined) with the Company and its subsidiaries terminates for any reason 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 greater New York Metropolitan area, this Stock Option shall no longer vest or become exercisable with respect to any Option Shares not vested effective as of the date of such termination from 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 in accordance with the original vesting schedule of the Option; provided, however that if within two years after the Change of Control, my employment is terminated by the Company or a subsidiary without Cause (as defined in the Plan) or by me for Good Reason (as defined in the Plan), then the forfeiture restrictions referred to in Section 2 hereof shall lapse and after the Option will vest and become exercisable in full (without proration), effective as of the date of the date of such employment 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 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 Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the 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 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 "Expiration 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 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 other disposition may be made of any Option Shares 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 Company for tax purposes.

Vesting and Exercisability. (a) 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 the 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 as provided in Schedule A hereto. ---------- (c) In the event that the Optionee's Service Relationship (as hereinafter defined) with the Company and its subsidiaries terminates for any reason 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 greater New York Metropolitan area, this Stock Option shall no longer vest or become exercisable with respect to any Option Shares not vested as of the date of such termination from and after the date of such 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 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 Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the 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 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 "Expiration 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 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 other disposition may be made of any Option Shares 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 Company for tax purposes.

Vesting and Exercisability. (a) No portion Subject to Section 2(b) and Section 2(c) hereof, the Option shall vest and become exercisable as follows: 50% of this Stock the Option may be exercised until will vest on each of the first and second anniversaries of the date hereof, provided that the Holder remains continuously employed by the Corporation or a Subsidiary from the Award Date through (and including) each such portion shall have vestedrespective vesting date. (b) Except as set forth below and Notwithstanding the provisions of Section 2(a) hereof, in Section 6, and subject to the determination event of the Compensation Committee of Holder’s death or Disability, the Board of Directors of Holder shall immediately be vested in the Company or Option and 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 for the periods provided in Schedule A hereto. ----------Section 4 hereof. (c) In Notwithstanding the event that the Optionee's Service Relationship (as hereinafter definedprovisions of Section 2(a) with the Company and its subsidiaries terminates for any reason or under any circumstanceshereof, 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 (i) the 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 October 1the Holder’s resignation for Good Reason, 1997or (iii) of the Holder’s retirement from the Corporation and all Subsidiaries on or after his 65th birthday, the Optionee has failed to permanently relocate to Holder shall immediately be vested in the greater New York Metropolitan area, this Stock Option and the Option shall no longer vest or become be exercisable with respect to any Option Shares not vested as of for the date of such termination from and after the date of such termination, except as periods 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 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 4 hereof, a "Service Relationship" shall mean any relationship as an employee, part-time employee or consultant of the Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the Optionee's status changes from full-time employee to part-time employee or consultant. (d) Once In the event of the Holder’s termination of employment for any portion of this Stock Option becomes vested and exercisable, it shall continue to be exercisable by reason other than the Optionee circumstances set forth in Section 2(b) or his successors as contemplated herein at any time or times Section 2(c) prior to the earlier of (i) the date which is 12 months following the date on which the Optionee's Service Relationship Option (or portion thereof) has become vested, unless otherwise provided in the Plan, (i) the Option (or portion thereof), to the extent not then vested and exercisable, shall be immediately cancelled with the Company and its subsidiaries terminates no compensation due to death the Holder, and the Holder shall have no rights or disability interests with respect to such portion of the Option; and (ii) the Option (or portion thereof), to the extent vested and exercisable, shall remain exercisable 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 periods provided in Section 5 of Schedule A, or (ii) June 9, 2007, subject to the provisions 4 hereof, ---------- including, without limitation, Section 7 hereof which provides for the termination of unexercised options upon completion of certain transactions as described therein (the "Expiration Date"). (e) It is understood and intended that this Stock Any other applicable restrictions or conditions under the requirements of any stock exchange upon which any Shares issued pursuant to the Option shall qualify as an "incentive stock option" as defined in Section 422 or shares of the 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 other disposition may be made of any Option Shares 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 Optionsame class are then listed, and that exercise of this Stock Option must occur while Optionee is an employee of the Company or within three months after he ceases under any securities law applicable to such Shares, shall 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 Company for tax purposesimposed.

Vesting and Exercisability. (a) 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 Subject to the determination of the Compensation Committee of the Board of Directors of the Company or the Board of Directors of Participant’s continued employment with the Company, as applicable (the "Committee"), in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested vest and exercisable as provided in Schedule A hereto. ---------- (c) In the event that the Optionee's Service Relationship (as hereinafter defined) with the Company and its subsidiaries terminates for any reason 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 greater New York Metropolitan area, this Stock Option shall no longer vest or become exercisable with respect to any Option Shares not vested as one third (1/3) of the date Shares initially covered by the Option on each of such termination from the first, second and after third anniversaries of the date Date of such terminationGrant (each, except as provided in Section 1(d) and Section 5 an “Option Vesting Date”). At any given time, the portion of Schedule A hereto, and this ---------- Stock the Option may thereafter be exercised, to the extent it was that has become vested and exercisable on such date of such termination as described above (or pursuant to Sections 2(c) below) is hereinafter referred to as of October 1, 1997the “Vested Portion.” (b) If the Company shall terminate the Participant’s employment with the Company without Cause (as defined below), if applicablethe 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 unvested portion of the Option on the last day of the Participant’s employment with the Company (the “Termination Date”) shall continue to vest in accordance with the vesting schedule set forth in Section 2(a) hereof, subject 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 Expiration later to occur of (i) one (1) year from the Termination Date contemplated by Section 1(d). Except as or (ii) thirty (30) days from the Committee may otherwise determine, after either date 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 portion of the Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the 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 but in no event later than the Expiration Date (as defined below) of the Option. (c) If the Participant’s employment is terminated due to be exercisable his death or Disability (as defined below), then any unvested portion of the Option held by the Optionee or his successors Participant on the Termination Date will vest immediately and remain exercisable for three (3) years from the Termination Date, but in no event later than the Expiration Date (as contemplated herein at any time or times prior to defined below) of the earlier of Option. (id) If the date which is 12 months following the date on which the Optionee's Service Relationship Participant’s employment 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 is terminated by the Company and its subsidiaries terminates for Cause, by the Participant other than for Good Reason, or if the termination is due Participant elects not to extend the Term, then any other reason, except portion of the Option that has not been exercised 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 "Expiration Date")Termination Date shall be forfeited. (e) It is understood and intended that Notwithstanding any other provision of this Stock Option shall qualify as an "incentive stock option" Agreement to the contrary, in the event of a Change of Control (as defined in the Plan) the Option shall, to the extent not then vested and not previously canceled, immediately become fully vested and exercisable as contemplated by Section 422 13 of the Code. AccordinglyPlan. (f) For purposes of this Agreement, the Optionee understands that in order to obtain terms “Cause,” “Term,” “Good Reason,” and “Disability” shall have the benefits of an incentive stock option under Section 422 of the Code, no sale or other disposition may be made of any Option Shares 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 respective meanings specified 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 Company for tax purposesEmployment Agreement.

Vesting and Exercisability. Purchase rights under the Option shall vest and Executive may exercise the Option only as follows: (ai) No portion of this Stock beginning on the day that the Bank opens for business (the "Commencement Date"), the Option shall vest as to, and may be exercised until such portion shall have vested.to a maximum of, 5,000 of the shares of Stock subject to this Agreement; (bii) Except beginning on the first anniversary of the Commencement Date, the Option shall vest as set forth below and in Section 6to, and may be exercised up to, an additional 5,000 of the shares of Stock subject to this Agreement; (iii) beginning on the determination second anniversary of the Compensation Committee Commencement Date, the Option shall vest as to, and may be exercised up to, an additional 5,000 of the Board shares of Directors Stock subject to this Agreement; (iv) beginning on the third 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; 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 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 first written above), other than the Company or the Bank, respectively, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company or the Bank representing 20% or more of the combined voting power of the Company, as applicable ('s or the "Committee"), in its sole discretion to accelerate Bank's then outstanding securities. Notwithstanding 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 Service Relationship (as hereinafter defined) with the Company and its subsidiaries terminates for any reason 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 greater New York Metropolitan area, this Stock Option shall no longer vest or become exercisable with respect to any Option Shares not vested as of the date of such termination from and after the date of such termination, except as provided in Section 1(d) and Section 5 of Schedule A hereto, and this ---------- Stock Option may thereafter be exercisedforegoing, 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 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 Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the Optionee's status changes from full-time employee to part-time employee or consultant. (d) Once that any portion of the Option has not been exercised, this Stock Agreement shall terminate and be of no further force and effect, and the Option becomes vested and exercisableshall expire, it shall continue to be exercisable by on the Optionee or his successors as contemplated herein at any time or times prior to the earlier earliest of (ia) the date which is 12 months following the date on which the Optioneeninety (90) days after termination of Executive's Service Relationship employment with the Company and its subsidiaries terminates due to death or Employer for any reason except death, disability or for three retirement, (b) twelve months following the date on which the Optioneeafter termination of Executive's Service Relationship employment with the Company and its subsidiaries terminates if the termination is due to any other reasonEmployer by reason of his death, except as provided in Section 5 of Schedule Adisability or retirement, or (iic) 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 seventh (the "Expiration Date"). (e7th) It is understood and intended that this Stock Option shall qualify as an "incentive stock option" as defined in Section 422 anniversary of the 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 other disposition may be made of any Option Shares 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 Company for tax purposesCommencement Date.

Vesting and Exercisability. (a) 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 the 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 as provided in Schedule A hereto. ---------- (c) In the event that the Optionee's Service Relationship (as hereinafter defined) with the Company and its subsidiaries terminates for any reason 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 respect to the greater New York Metropolitan areafollowing 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 no longer vest or become exercisable with respect to any Option Shares not vested as of the date of such termination from and after the date of such 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 deemed vested and exercisable on such date of such termination or as of October 1, 1997, if applicable, until the 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 Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the 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 12 months following full upon the date on which the Optionee's Service Relationship employment with the Company and its subsidiaries Subsidiaries terminates due if such termination occurs in the year following a Change of Control (as hereinafter defined) of the Company or any entity controlling the Company (a "Parent") and either (i) such termination occurs pursuant to death or disability under the circumstances contemplated by Section 6(e) or for three months following Section 6(f) of the date on which the Optionee's Service Relationship with Employment Agreement dated_____________, between the Company and its subsidiaries terminates if the Optionee (the "Employment Agreement") (i.e., without cause termination is due to any other reason, except as provided in Section 5 of Schedule A, by the Company or termination by the Optionee following a material and uncured default by the Company) or (ii) June 9without limitation of clause (i), 2007such termination is preceded during such year by any material elimination or adverse modification in the duties, subject title, principal employment location or compensation of the Optionee without his or her written consent, subject, however to the provisions hereoffollowing sentence. Notwithstanding the foregoing, ---------- including, without limitation, in the event that the Company receives written advice from its independent public accountants in connection with any transaction constituting a Change of Control (as hereinafter defined) to the effect that vesting of this Stock ------------------ * Subject to Section 7 hereof which provides 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 the termination same as a "pooling of unexercised options upon completion interests" within the meaning of certain transactions as described therein APB ▇▇. ▇▇ (the "Expiration Date"▇▇ any successor provision). (e) It is understood and intended that , which transaction would otherwise qualify for such accounting treatment, then vesting of this Stock Option shall qualify as an "incentive stock option" as defined in Section 422 not accelerate on a subsequent termination of the 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 other disposition may be made of any Option Shares employment within the one-year period beginning on following a Change of Control as contemplated by 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 Optionpreceding sentence, and that exercise of in such circumstance this Stock Option must occur while Optionee is an employee of shall continue to vest in accordance with 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 Company for tax purposesannual schedule set forth above.

Vesting and Exercisability. (a) 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 the 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: 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 Schedule A heretothe 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 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 greater New York Metropolitan area, this Stock Option shall no longer vest or become exercisable with respect to any Option Shares not vested (or which do not vest) as of the date of such termination from and after the date of such 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 applicabletermination, until the Expiration Date contemplated by Section 1(d). Except , 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 Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the 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 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 "Expiration 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 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 other disposition may be made of any Option Shares 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 Company for tax purposes.

Vesting and Exercisability. (a) 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 the 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 Schedule A heretothe 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 ’s Service Relationship (as hereinafter defined) with the Company and its subsidiaries terminates for any reason or under any circumstances, including the Optionee's ’s resignation, retirement or termination by the Company, upon the Optionee's ’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 greater New York Metropolitan area, this Stock Option shall no longer vest or become exercisable with respect to any Option Shares not vested (or which do not vest) as of the date of such termination from and after the date of such 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 applicabletermination, until the Expiration Date contemplated by Section 1(d). Except , 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 Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the Optionee's ’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 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 "Expiration 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 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 other disposition may be made of any Option Shares 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 Company for tax purposes.

Vesting and Exercisability. (a) No The entire Option shall vest and become exercisable on June 1, 2009, subject to acceleration vesting described below. After a portion of this Stock the Option vests and becomes exercisable, it shall remain exercisable, except as otherwise provided herein, until the close of business on June 1, 2010 (the "Exercise Period"). The Option may be exercised until such portion exercised, except as provided in subparagraphs (b) and (c), below, only if the Employee at the time of exercise is employed by the Company and shall have vestedbeen so employed continuously since the date of this Agreement. (b) Except Nothwithstanding the foregoing, if the Company's calendar year wireless business unit gross profits, as set forth below and in Section 6, and subject determined by the Company's independent public accountants on or prior to the determination April 30 of the Compensation Committee of following year have attained the Board of Directors of the Company or the Board of Directors of the Company, `Annual Goal' as applicable (the "Committee"), defined in its sole discretion to accelerate the vesting schedule hereunder, this Stock Option shall be vested and exercisable as provided in Schedule Exhibit A hereto. ----------, then options to purchase the number of `Accelerated Option Shares' indicated in Exhibit A hereto shall vest and become immediately exercisable: (c) In Except as provided herein, if the event that the OptioneeEmployee's Service Relationship (as hereinafter defined) employment with the Company and its subsidiaries 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 under any circumstances, including not) shall immediately expire. If the OptioneeEmployee's resignation, retirement or termination employment is terminated by reason of the Company, upon the OptioneeEmployee's death or disabilitydisability where he is unable to perform his regular duties for 180 days out of 360 consecutive days, or for any other reason, regardless then 50% of the circumstances thereof, or in unvested portion of the event that as of October 1, 1997, the Optionee has failed to permanently relocate to the greater New York Metropolitan area, this Stock Option shall no longer vest or become exercisable with respect to any Option Shares not vested as of the date of such termination death or disability, will immediately vest, and the portion of the Option which is then fully vested and exercisable may be exercised for a period of five years from and after the date of such termination, except as provided in Section 1(d) and Section 5 termination 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 employment or as of October 1, 1997, if applicable, until the 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 expiration of the Company or any subsidiary of the Company such thatExercise Period, for example, a Service Relationship shall be deemed to continue without interruption in the event the Optionee's status changes from full-time employee to part-time employee or consultantwhichever is shorter. (d) Once any portion Notwithstanding the foregoing, in the event 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 occurrence of (i) the date which is 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 "Expiration Date"). (e) It is understood and intended that this Stock Option shall qualify as an "incentive stock optionChange of Control Event" as defined in Section 422 below, then all of the Code. AccordinglyOptions hereunder shall be accelerated, the Optionee understands that entire Option will immediately and entirely vest, and the Employee will have the right to immediately purchase all Option Shares on the terms set forth in order to obtain this Agreement through the benefits of an incentive stock option under Section 422 end of the Code, no sale or other disposition may be made of any Option Shares 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 Company for tax purposesExercise Period.

Vesting and Exercisability. (a) No portion Subject to the provisions of Sections 2(b) and (c), this Stock Option may be exercised until Award will vest and become exercisable in accordance with the 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 Company prior to such portion shall have vestedVesting Date. (b) Except as set forth below and Upon a Change of Control that occurs following the Date of Grant while the Participant remains in Section 6, and subject to the determination of the Compensation Committee of the Board of Directors of the Company or the Board of Directors of continuous service with the Company, the Participant shall become fully vested in all Options remaining unvested 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. ----------of such date. (c) In the event that the Optionee's Service Relationship (as hereinafter defined) with If a Participant’s service to the Company and its subsidiaries terminates is terminated for Cause at any reason time, all of such Participant’s rights to exercise the Option (whether vested 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 greater New York Metropolitan area, this Stock Option unvested) shall no longer vest or become exercisable with respect to any Option Shares not vested as of terminate on the date of such termination from and after the date of such termination, except as provided in Section 1(d) and Section 5 of Schedule A hereto, service and this ---------- Stock Option may thereafter Grant Agreement will be exercised, to the extent it was vested and exercisable on such date of such termination no further force or as of October 1, 1997, if applicable, until the 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 Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the Optionee's status changes from full-time employee to part-time employee or consultanteffect. (d) Once any portion For purposes of this Stock Option becomes vested Grant Agreement, “Cause” shall have the meaning ascribed to such term in any employment agreement between Participant and exercisablethe Company, it or, if no such agreement exists, then “Cause” shall continue to be exercisable by the Optionee or his successors as contemplated herein at any time or times prior to the earlier of mean: (i) a material breach by the date which is 12 months following Participant of his or her fiduciary or other duties to 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 Company; (ii) June 9a material breach or violation by the Participant of the terms of this Grant Agreement or any other agreement between the Participant and the Company, 2007or 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 provisions hereofcommission by the Participant of any act of embezzlement, ---------- includingfraud, without limitation, Section 7 hereof which provides for larceny or theft on or from the termination of unexercised options upon completion of certain transactions as described therein Company; (iv) substantial and continuing willful neglect or inattention by the "Expiration Date"). (e) It is understood and intended that this Stock Option shall qualify as an "incentive stock option" as defined in Section 422 Participant of the Code. Accordinglyduties of his or her employment or other service, refusal to perform the Optionee understands that in order to obtain lawful and reasonable directives of superiors, or the benefits of an incentive stock option under Section 422 willful misconduct or gross negligence of the CodeParticipant 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, no sale or, where such misconduct is not subject to or other disposition may be made capable of cure, effective immediately; (v) the commission by the Participant of any Option Shares within crime involving moral turpitude or a felony; or (vi) the one-year period beginning Participant’s performance or omission of any act which, in the judgment of the Company, if known to the customers, clients, stockholders or any regulators of the Company, would have a material adverse impact on the day after the day business 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 Company for tax purposesCompany.

Vesting and Exercisability. (a) 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 the 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 Option Shares on the respective dates as provided in Schedule A hereto. ----------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) In Except as set forth in the 1999 Plan with regard Corporate Transactions, in the event that the Optionee's Service Relationship (as hereinafter defined) with the Company and its subsidiaries Subsidiaries terminates for any reason 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 greater New York Metropolitan area, this Stock Option shall no longer vest or become exercisable with respect to any Option Shares not vested as of the date of such termination from and after the date of such 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 applicabletermination, until the Expiration Date contemplated by date specified in Section 1(d)l(d) below. Except as Any portion of the Committee may otherwise determine, after either such event this Stock Option that is not exercisable on the date of termination of the Service Relationship shall immediately expire and 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 Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the Optionee's status changes from full-time employee to part-time employee or consultantvoid. (d) Once Subject to the provisions of Section 6 below, once any portion of this Stock Option becomes vested and exercisable, 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 earlier 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 Subsidiaries terminates due to death or disability (as defined in Section 422(c)(6) of the Code) or for three months (B) 90 days following the date on which the Optionee's Service Relationship with the Company and its subsidiaries Subsidiaries terminates if the termination is due to any other reason, except as provided in Section 5 PROVIDED HOWEVER, if the Optionee's Service Relationship is terminated for cause, this Stock Option shall terminate immediately upon the date of Schedule Athe Optionee's termination, or (ii) June 9, 2007, subject the Expiration Date set forth above. For purposes of this Agreement the Committee shall have sole discretion to determine the provisions hereof, ---------- including, without limitation, Section 7 hereof which provides reason for the termination of unexercised options upon completion of certain transactions as described therein (the "Expiration Date")Optionee's Service Relationship with the Company or any Subsidiary. (e) It is understood and intended that this Stock Option shall is intended to qualify as an "incentive stock option" as defined in Section 422 of the CodeCode to the extent permitted under applicable law. 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 other disposition may be made of any Option 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 Option Issued Shares to himhim or her, nor within the two-year period beginning on the day after the grant of this Stock Option, Option and further that exercise of this Stock Option must occur while Optionee is an employee of the Company or be exercised within three months after he ceases to be an employee termination of the Company 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 Option Issued Shares within either of these holding 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 Optionee having an aggregate fair market value in excess of $100,000 (determined as of the Grant Date (as set forth above)) vest in any year, such options will not qualify as incentive stock options.

Vesting and Exercisability. i. This Option shall vest and become exercisable with regard to the following percentages of the aggregate number of shares of Common Stock subject to this Option, rounded to the nearest whole number of shares, on the vesting dates set forth below, unless the Holder’s Severance has occurred prior to the applicable vesting date: One year after the Grant Date 33% Two years after the Grant Date 66% Three years after the Grant Date 100% ii. Notwithstanding the provisions of Section 2(i) above, the following provisions shall apply upon the occurrence of the following specified events: (aA) No portion If the Holder’s Severance occurs by reason of the Holder’s death, then on the date of the Holder’s death, all portions of this Stock Option may not previously exercised shall immediately become fully vested and shall be exercised until such portion shall have vestedexercisable by the Holder’s legal representatives or designated beneficiary. (bB) Except as set forth below and in Section 6, and subject to If the determination Holder’s Severance occurs by reason of the Compensation Committee Holder’s Disability (as defined in the Holder’s Executive Employment Agreement with Mattel dated October 18, 2000 and effective as of May 16, 2000 (the “Employment Agreement”)), then on the Disability Effective Date (as defined in the Employment Agreement), all portions of this Option not previously exercised shall immediately become fully vested and exercisable. (C) If the Holder’s employment with Mattel is terminated for Cause (as defined in the Employment Agreement), then on the Date of Termination (as defined in the Employment Agreement), all portions of this Option that are unexercised at the date of such termination shall be forfeited; provided that such forfeiture shall not take place until all of the following have occurred: (i) at least two-thirds (2/3) of the nonmanagement members of the Board of Directors of Mattel make a good faith determination that termination for Cause is appropriate, (ii) the Company Holder has received written notice of the activity that constitutes grounds for termination for Cause, (iii) the Holder has been afforded a reasonable opportunity to cure or correct the activity described in such notice, and (iv) the Holder has failed to substantially cure, correct or cease the activity, as appropriate. (D) If Mattel terminates the Holder’s employment other than for Cause or Disability or the Board of Directors of Holder terminates his employment with Mattel for Good Reason (as defined in the Company, as applicable (the "Committee"Employment Agreement), in its sole discretion to accelerate then on the vesting schedule hereunderDate of Termination, all portions of this Stock Option not previously exercised shall be immediately become fully vested and exercisable as provided in Schedule A hereto. ----------exercisable. (cE) In the event that the Optionee's Service Relationship If, within 18 months following a Change of Control (as hereinafter defineddefined in the Employment Agreement), the Holder terminates his employment with Mattel for Good Reason, or Mattel or the surviving entity terminates the Holder’s employment other than for Cause or Disability, or if within the 30-day period immediately following the six (6) with month anniversary of a Change of Control the Company and its subsidiaries Holder terminates the Holder’s employment for any reason or reason, then on the Date of Termination, all portions of this Option not previously exercised shall immediately become fully vested and exercisable. (F) If (1) the Holder incurs a Severance other than 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 thereofdescribed in (A) through (E) above, or in the event that as of October 1(2) such Severance constitutes a Retirement, 1997, the Optionee has failed to permanently relocate to the greater New York Metropolitan area, this Stock Option shall no longer vest or become exercisable with respect to any Option Shares not vested as of and (3) the date of such termination from and Retirement is at least six (6) months after the date of such terminationGrant Date, 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 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 Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the Optionee's status changes from full-time employee to part-time employee or consultant. (d) Once any portion all portions of this Stock Option becomes not previously exercised shall immediately become fully 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 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 "Expiration Date"). (e) It is understood and intended iii. The number of shares that this Stock Option shall qualify as an "incentive stock option" as defined in Section 422 of the 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 other disposition may be made of any Option Shares 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 purchased upon exercise of this Stock Option must occur while Optionee is an employee of shall in each case be calculated to 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 Company for tax purposesnearest full share.

Vesting and Exercisability. (a) 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 the 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 vest and be vested and exercisable as provided in on Schedule A attached hereto. ----------. (c) 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 (as hereinafter defined) with the Company and its subsidiaries Subsidiaries terminates for any other reason or under any other circumstances, including the Optionee's resignation, retirement or termination by the CompanyCompany (other than for Cause), or upon the Optionee's death or disability, or for any other reason, regardless disability (as defined in Section 422(c)(6) of the circumstances thereof, or in the event that as of October 1, 1997, the Optionee has failed to permanently relocate to the greater New York Metropolitan areaCode), this Stock Option shall no longer vest or become exercisable with respect to any Option Shares not vested as of the date of such termination from and after the date of such 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 the date of such termination, until the date specified in Section 1(d) below. Any portion of the Stock Option that is not exercisable on the date of such termination or as of October 1, 1997, if applicable, until the Expiration Date contemplated by Section 1(d). Except as the Committee may otherwise determine, after either such event this Stock Option Service Relationship shall immediately expire and 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 Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the Optionee's status changes from full-time employee to part-time employee or consultantvoid. (d) Once Subject to the provisions of Section 2(c) and Section 6 below, once any portion of this Stock Option becomes vested and exercisable, 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 earlier earliest of (i) the date which is 12 (A) twelve (12) months following the date on which the Optionee's Service Relationship with the Company and its subsidiaries Subsidiaries terminates due to death or disability or for three months (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, except as provided in Section 5 of Schedule Areason (other than termination by the Company for Cause), or (ii) June 9, 2007, subject the Expiration Date. For purposes of this Agreement the Committee shall have sole discretion to determine the provisions hereof, ---------- including, without limitation, Section 7 hereof which provides reason for the termination of unexercised options upon completion of certain transactions as described therein (the "Expiration Date")Optionee's Service Relationship with the Company or any Subsidiary. (e) It is understood and intended that this Stock Option shall is intended to qualify as an "incentive stock option" as defined in Section 422 of the CodeCode to the extent permitted under applicable law. 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 other disposition may be made of any Option 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 Option Issued Shares to himhim or her, nor within the two-year period beginning on the day after the grant of this Stock Option, Option and further that exercise of this Stock Option must occur while Optionee is an employee of the Company or be exercised within three months after he ceases to be an employee termination of the Company 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 Option Issued Shares within either of these holding 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 Optionee having an aggregate Fair Market Value in excess of $100,000 (determined as of the Grant Date) vest in any year, such options will not qualify as incentive stock options.

Vesting and Exercisability. (a) No Subject to the terms and conditions of this Agreement, on each Vesting Date (as set forth in the Grant Notice) the Option shall become vested and exercisable with respect to the number of Shares determined in accordance with the vesting provisions set forth in the Grant Notice, provided that the Grantee’s Continuous Service has not terminated as of the applicable Vesting Date. Except as otherwise provided by the Committee or this Agreement, any portion of this Stock the Option may that is not vested and exercisable as of the Grantee’s Termination Date shall be exercised until such portion immediately forfeited and the Grantee shall have vestedno further rights with respect thereto. (b) Except as set forth below and in Section 6, and subject The Grantee may only exercise the Option with respect to Shares to the determination extent the Option is vested with respect to such Shares. In no event shall any portion of the Compensation Committee Option be exercisable after the Expiration Date. Notwithstanding any other provision of this Agreement, no portion 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 after the Grantee’s Termination Date except to the extent that it is exercisable as provided in Schedule A hereto. ----------of the Grantee’s Termination Date. (c) In Notwithstanding the event that the Optionee's Service Relationship provisions of paragraph (as hereinafter defined) with the Company and its subsidiaries terminates for any reason or under any circumstancesa), 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 greater New York Metropolitan area, this Stock Option shall no longer vest or become exercisable with respect to any Option Shares not vested as of the date of such termination from and after the date of such 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 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 Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the Optionee's status changes Grantee’s Continuous Service terminates because of death or Disability prior to a Vesting Date, then (i) the Option shall become immediately vested and exercisable upon the termination of Continuous Service in an amount equal to the total number of Shares subject to the Option multiplied by a fraction equal to each calendar month or portion thereof from full-time employee the Date of Grant to part-time employee the termination of Continuous Service divided by the total number of calendar months or consultantportion thereof in the vesting period of the Option as of the Date of Grant, and (ii) the date of termination of Continuous Service shall be a “Vesting Date”. (d) Once any portion Notwithstanding the provisions of this Stock Option becomes vested and exercisableparagraph (a), it shall continue to be exercisable by the Optionee or his successors if a Change of Control (as contemplated herein at any time or times defined below) occurs prior to the earlier of Vesting Date and the Grantee’s Continuous Service is terminated by the Company without Cause (ias defined in the 2015 Employment Agreement between the Grantee and the Company), or if the Grantee’s Continuous Service is terminated by the Grantee for Good Reason (as defined in the 2015 Employment Agreement between the Grantee and Company) the date which is within 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 a Change in Section 5 of Schedule AControl, or (ii) June 9, 2007, subject prior to a Change of Control at the provisions hereof, ---------- including, without limitation, Section 7 hereof which provides for the termination direction of unexercised options upon completion of certain transactions as described therein (the "Expiration 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 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 other disposition may be made of any Option Shares 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 Company for tax purposes.a person

Vesting and Exercisability. (a) 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 the 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 as provided in Schedule A hereto. ----------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 ’s Service Relationship (as hereinafter defined) with the Company and its subsidiaries terminates for any reason or under any circumstances, including the Optionee's ’s resignation, retirement or termination by the Company, upon the Optionee's ’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 greater New York Metropolitan area, this Stock Option shall no longer vest or become exercisable with respect to any Option Shares not vested (or which do not vest) as of the date of such termination from and after the date of such 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 applicabletermination, until the Expiration Date contemplated by Section 1(d). Except , 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 Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the Optionee's ’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 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 "Expiration 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 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 other disposition may be made of any Option Shares 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 Company for tax purposes.

Vesting and Exercisability. (a) No Options to purchase 20,000 Option Shares shall vest and become exercisable on May 25, of each of 2000, 2001, 2002, 2003 and 2004. After a portion of this Stock the Option vests and becomes exercisable, it shall remain exercisable, except as otherwise provided herein, until the close of business on May 25, 2009 (the "Exercise Period"). The Option may be exercised until such portion exercised, except as provided in subparagraphs (b) and (c), below, only if the Employee at the time of exercise is employed by the Company and shall have vestedbeen so employed continuously since the date of this Agreement. (b) Except as set forth below and in Section 6provided herein, and subject to if the 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 as provided in Schedule A hereto. ---------- (c) In the event that the OptioneeEmployee's Service Relationship (as hereinafter defined) employment with the Company and its subsidiaries terminates for any reason or under prior to the time that the Option has been fully exercised, 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 portion of the circumstances thereof, or in the event that as of October 1, 1997, the Optionee has failed to permanently relocate to the greater New York Metropolitan area, this Stock Option shall no longer vest or become exercisable with respect to any Option Shares not vested as of the date of such termination may be exercised by the Employee for a period not to exceed the three month anniversary of the date of termination. Any unvested portion of the Option on the date of termination of employment shall immediately expire. (c) Notwithstanding the foregoing, in the event of the Employee's termination by reason of the Employee's death or disability where he is unable to perform his regular duties for 180 days out of 360 consecutive days, 50% of the unvested portion of the Option as of the date of death or disability, will immediately vest, and the portion of the Option which is then fully vested and exercisable may be exercised for a period of five years from and after the date of such termination, except as provided in Section 1(d) and Section 5 termination 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 employment or as of October 1, 1997, if applicable, until the 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 expiration of the Company or any subsidiary of the Company such thatExercise Period, for example, a Service Relationship shall be deemed to continue without interruption in the event the Optionee's status changes from full-time employee to part-time employee or consultantwhichever is shorter. (d) Once any portion Notwithstanding the foregoing, in the event 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 occurrence of (i) the date which is 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 "Expiration Date"). (e) It is understood and intended that this Stock Option shall qualify as an "incentive stock optionAcceleration Event" as defined in Section 422 below, each of the Codevesting dates as defined in 3 (a) above will be automatically accelerated by one year. AccordinglyIn addition, if the Optionee understands that Employee is not offered a similar position with the surviving entity in order to obtain the benefits of same metropolitan area, then an incentive stock option under Section 422 additional 50% of the Codethen unvested portion of the Option shall be accelerated, no sale or other disposition may be made of any and will immediately vest, and the Employee will have the right to immediately purchase all vested Option Shares within the one-year period beginning on the day after terms set forth in this Agreement through the day end 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 Company for tax purposesExercise Period.

Vesting and Exercisability. (a) 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 the 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 Schedule A heretothe 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 ’s Service Relationship (as hereinafter defined) with the Company and its subsidiaries terminates for any reason or under any circumstances, including the Optionee's ’s resignation, retirement or termination by the Company, upon the Optionee's ’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 greater New York Metropolitan area, this Stock Option shall no longer vest or become exercisable with respect to any Option Shares not vested (or which do not vest) as of the date of such termination from and after the date of such 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 applicabletermination, until the Expiration Date contemplated by Section 1(d). Except , 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 Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the Optionee's ’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 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 "Expiration 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 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 other disposition may be made of any Option Shares 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 Company for tax purposes.

Vesting and Exercisability. (a) No portion Options to purchase 50,000 shares vest on the date hereof. Options to purchase an additional 62,500 shares, 31,250 shares and 31,250 shares, respectively, will vest on each of this Stock Option may be exercised until such portion shall have vestedthe first three anniversaries of the Start Date (as defined in the Employment Agreement"). (b) Except as set forth below and in Section 6, and subject to If the 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 as provided in Schedule A hereto. ---------- (c) In the event that the OptioneeEmployee's Service Relationship (as hereinafter defined) employment with the Company and its subsidiaries terminates for any reason or under any circumstancesprior to the time that the Option has been fully exercised, including the Optionee's resignation, retirement or termination by the Company, upon the Optionee's death or disability, or for any other reason, regardless unexercised portion of the circumstances thereofOption on the date of termination of employment (whether exercisable or not) shall immediately expire; provided, or in however, that (i) if the event 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 as are vested at the time of October 1, 1997, the Optionee has failed to permanently relocate to the greater New York Metropolitan area, this Stock Option termination shall no longer vest or become remain exercisable with respect to any Option Shares not vested as 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 terminationdeath or until the expiration of the Exercise Period, except whichever is shorter; and (iii) in the event the Employee is terminated without "Cause" (as provided defined in Section 1(d) and Section 5 of Schedule A heretothe Employment Agreement), and this ---------- Stock or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the Option may thereafter be exercised, to the extent it was shall become fully vested and exercisable on such and may be exercised for a period of five years from the date of such termination of employment or as of October 1, 1997, if applicable, until the 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 expiration of the Company or any subsidiary Exercise Period, whichever is shorter. (c) The Board of the Company such thatDirectors may, for example, a Service Relationship shall be deemed to continue without interruption in the event the OptioneeExecutive's status changes from full-time employee employment is terminated for Cause (as provided for in the Employment Agreement), annul the Option and, in such event, may require the Executive 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 return to the earlier of (i) Company the date which is 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 "Expiration 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 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 other disposition may be made economic benefit of any Option Shares purchased hereunder by the Executive within the one-year six month period beginning 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 day after date of termination (or the day of the transfer sales price of such Shares if the Option Shares to him, nor within were sold during such six month period) and the two-year period beginning on the day after the grant exercise price 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 Company for tax purposesShares.

Vesting and Exercisability. (a) No portion Subject to the Plan and this Agreement, the Option shall become vested and exercisable (to the extent vested and exercisable, the “Vested Options”) as to 20% of this Stock the Option may Shares on each of the first five anniversaries of the 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 exercised until 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 Optionee’s employment agreement), the Options which would otherwise have vested on the Vesting Date next following such portion termination shall have vestedbecome Vested Options on the date the Optionee’s employment or engagement terminates (defined as the Termination Date in the Optionee’s employment agreement). (b) Except as set forth below and in Section 6, and subject The Option may be exercised only with respect to Option Shares issuable upon the determination exercise 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. ----------any Vested Options. (c) In The Optionee shall not be entitled to exercise the event that Option and no Shares of Class B-1 Common Stock shall be issued pursuant to the Optionee's Service Relationship (as hereinafter defined) with the Company and its subsidiaries terminates for any reason 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 exercise of the circumstances thereof, or in Option unless the event that as of October 1, 1997Optionee 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 has failed to permanently relocate to the greater New York Metropolitan area, this Stock Option shall no longer vest or become exercisable with respect to any Option Shares not vested as of the date of such termination from and after the date of such 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 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 Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in have adopted and to have agreed to be bound by all of the event the Optionee's status changes from full-time employee to part-time employee or consultantprovisions of such agreements. (d) Once any portion For the avoidance of doubt, the limitations on the Optionee’s ability to exercise the Option contained in this Stock Agreement are independent, and the Option becomes vested and exercisable, it shall continue to only 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 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 "Expiration Date"). (e) It is understood and intended extent that this Stock Option shall qualify as an "incentive stock option" as defined in Section 422 of the 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 other disposition may be made of any Option Shares within the one-year period beginning on the day after the day of the transfer none 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 Company for tax purposeslimitations apply.

Vesting and Exercisability. (a) 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 the 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: 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 provided of the effective date of any Sale Event (as defined in Schedule A heretoSection 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 Plan 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. (c) In the event that the Optionee's Service Relationship (as hereinafter defined) with the Company and its subsidiaries terminates for any reason 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 greater New York Metropolitan area, this Stock Option shall no longer vest or become exercisable with respect to any Option Shares not vested (or which do not vest) as of the date of such termination from and after the date of such 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 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 Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the 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 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 "Expiration 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 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 other disposition may be made of any Option Shares 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 Company for tax purposes.thereafter

Vesting and Exercisability. (a) 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 the 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 6.25% of the Option Shares on the last day of each full calendar quarter after the Vesting Commencement Date as provided in Schedule A hereto. ----------specified above until the Option Shares are 100% vested. (c) In the event that the Optionee's ’s Service Relationship (as hereinafter defineddefined in the Plan) with the Company and its subsidiaries Subsidiaries terminates for any reason or under any circumstances, including the Optionee's ’s resignation, retirement or termination by the Company, upon the Optionee's ’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 greater New York Metropolitan area, this Stock Option shall no longer vest or become exercisable with respect to any Option Shares not vested as of the date of such termination from and after the date of such 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 applicabletermination, until the Expiration Date contemplated by date specified in Section 1(d)l(d) below. Except as Any portion of the Committee may otherwise determine, after either such event this Stock Option that is not exercisable on the date of termination of the Service Relationship shall immediately expire and 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 Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the Optionee's status changes from full-time employee to part-time employee or consultantvoid. (d) Once Subject to the provisions of Section 6 below, once any portion of this Stock Option becomes vested and exercisable, 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 earlier earliest of (i) the date which is (A) 12 months following the date on which the Optionee's ’s Service Relationship with the Company and its subsidiaries Subsidiaries terminates due to death or disability Disability or for (B) three months following the date on which the Optionee's ’s Service Relationship with the Company and its subsidiaries terminates if the termination is due to any other reason, except provided however, if the Optionee’s Service Relationship is terminated for Cause (as provided defined in Section 5 the Plan), this Stock Option shall terminate immediately upon the date of Schedule Athe Optionee’s termination, or (ii) June 9, 2007, subject on the day prior to the provisions hereof, ---------- including, without limitation, Section 7 hereof which provides tenth (10th) anniversary of the Grant Date (the earliest to occur of such dates being the “Expiration Date”). For purposes of this Agreement the Committee shall have sole discretion to determine the reason for the termination of unexercised options upon completion of certain transactions as described therein (the "Expiration Date")Optionee’s Service Relationship with the Company or any Subsidiary. (e) It is understood and intended that this Stock Option shall is intended to qualify as an "“incentive stock option" ” as defined in Section 422 of the CodeCode to the extent permitted under applicable law. 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 other disposition may be made of any Option 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 Option Issued Shares to himhim or her, nor within the two-year period beginning on the day after the grant of this Stock Option, and that exercise Grant Date of this Stock Option and further that this Stock Option must occur while Optionee is an employee of the Company or be exercised within three months after he ceases to be an employee termination of the Company employment (or twelve months in the case of death or disabilitydisability (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 Option Issued Shares within either of these holding 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 Optionee having an aggregate Fair Market Value in excess of $100,000 (determined as of the date of the grant of such Options) are exercisable for the first time in any year, such options will not qualify as incentive stock options and shall constitute non-qualified stock options.

Vesting and Exercisability. (a) 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 the 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 as provided in Schedule A hereto. ----------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 ’s Service Relationship (as hereinafter defined) with the Company and its subsidiaries terminates for any reason or under any circumstances, including the Optionee's ’s resignation, retirement or termination by the Company, upon the Optionee's ’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 greater New York Metropolitan area, this Stock Option shall no longer vest or become exercisable with respect to any Option Shares not vested (or which do not vest) as of the date of such termination from and after the date of such 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 applicabletermination, until the Expiration Date contemplated by Section 1(d). Except , 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 Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the Optionee's ’s status changes from full-time employee to part-time employee or consultant. * Subject to Section 5. (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 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 "Expiration 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 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 other disposition may be made of any Option Shares 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 Company for tax purposes.

Vesting and Exercisability. (a) No portion Subject to the Plan and this Agreement, the Option shall become vested and exercisable (to the extent vested and exercisable, the “Vested Options”) as to 20% of this Stock the Option may Shares on each of the first five anniversaries of (Vest Date) (each, a “Vesting Date”), so long as the Optionee continues to be exercised until 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 Vesting Date next following such portion termination shall have vestedbecome Vested Shares on the date the Optionee’s employment or engagement terminates. (b) Except as set forth below and in Section 6, and subject The Option may be exercised only with respect to Option Shares issuable upon the determination exercise 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. ----------any Vested Options. (c) In The Optionee shall not be entitled to exercise the event that Option and no Shares of Class B-1 Common Stock shall be issued pursuant to the Optionee's Service Relationship (as hereinafter defined) with exercise of the Company and its subsidiaries terminates for any reason or under any circumstances, including Option unless the Optionee's resignation, retirement or termination by Optionee becomes a signatory to 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’s Shareholders Agreement, the 2011 Shareholders Agreement and the Registration Rights Agreement by executing joinder agreements thereto whereby the Optionee has failed to permanently relocate to the greater New York Metropolitan area, this Stock Option shall no longer vest or become exercisable with respect to any Option Shares not vested as of the date of such termination from and after the date of such 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 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 Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in have adopted and to have agreed to be bound by all of the event the Optionee's status changes from full-time employee to part-time employee or consultantprovisions of such agreements. (d) Once any portion For the avoidance of doubt, the limitations on the Optionee’s ability to exercise the Option contained in this Stock Agreement are independent, and the Option becomes vested and exercisable, it shall continue to only 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 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 "Expiration Date"). (e) It is understood and intended extent that this Stock Option shall qualify as an "incentive stock option" as defined in Section 422 of the 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 other disposition may be made of any Option Shares within the one-year period beginning on the day after the day of the transfer none 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 Company for tax purposeslimitations apply.

Vesting and Exercisability. (a) 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 the 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 as provided in Schedule A hereto. ---------- (c) In the event that the Optionee's Service Relationship (as hereinafter defined) with the Company and its subsidiaries terminates for any reason 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 respect to the greater New York Metropolitan areafollowing 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 no longer vest or become exercisable with respect to any Option Shares not vested as of the date of such termination from and after the date of such 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 deemed vested and exercisable on such date of such termination or as of October 1, 1997, if applicable, until the 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 Company or any subsidiary of the Company such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the 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 12 months following full upon the date on which the Optionee's Service Relationship employment with the Company and its subsidiaries Subsidiaries terminates due to death or disability or for three months if such termination occurs in the year following the date on which the Optionee's Service Relationship with a Change of Control (as hereinafter defined) of the Company and its subsidiaries terminates if 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 is due by the Company or ------------------------- * Subject to any other reason, except as provided in Section 5 of Schedule A, 5. termination by the Optionee following a material and uncured default by the Company) or (ii) June 9without limitation of clause (i) above, 2007such termination is preceded during such year by any material elimination or adverse modification in the duties, subject 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 provisions hereof, ---------- including, without limitation, Section 7 hereof which provides financial officer principally responsible for the termination of unexercised options upon completion of certain transactions as described therein (the "Expiration 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 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 other disposition may be made of any Option Shares 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 business of the Company or within three months after he ceases immediately prior to be the Change of Control (e.g., if the Employee is the financial officer principally responsible for the Boron, ▇▇▇▇▇▇ division of another company following a Change of Control involving an employee of the Company (or twelve months in the case of death or disabilityacquisition by another company). 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 Company for tax purposes).