Common use of Vesting of Option Clause in Contracts

Vesting of Option. The Option granted hereunder shall vest as follows: (a) the option to purchase shares of Stock is vested and exercisable as of ___, 200___; (b) the option to purchase shares of Stock is vested and exercisable as of ___, 200___; (c) the option to purchase shares of Stock is vested and exercisable as of ___, 200___. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised by written notice to the Company at is principal executive office addressed to the attention of its chief executive officer. This Option must be exercised on or before ___, 201___or it will expire worthless. The shares of Stock that are the subject of the Option are shares of Stock as presently constituted, but if, and whenever, prior to the expiration of an Option theretofore granted, the Company shall effect a subdivision or consolidation of shares of Stock or the payment of a stock dividend on Stock without receipt of consideration by the Company, the number of shares of Stock with respect to which such Option may thereafter be exercised (a) in the event of an increase in the number of outstanding shares of Stock shall be proportionately increased, and the purchase price per share shall be proportionately reduced, and (b) in the event of a reduction in the number of outstanding shares of Stock shall be proportionately reduced, and the purchase price per share shall be proportionately increased. If the Company recapitalizes and/or reclassifies its capital stock (a “recapitalization”), the number and class of shares of Stock covered by an Option theretofore granted shall be adjusted as provided in the Plan.

Vesting of Option. The Subject to the provisions hereof and the provisions of the Plan, the Option granted hereunder shall will vest and become exercisable as followsprovided below, provided that Optionee is and has been continuously employed by the Company or any Subsidiary from the Grant Date through the date the applicable performance goal described below is achieved: (a) if during the option Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “First Performance Goal”), then on and after the first Business Day on which the First Performance Goal is achieved the Option may be exercised with respect to purchase [ ] of the shares of Stock is vested and exercisable as of ___, 200___the stock subject to the Option; (b) if during the option Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Second Performance Goal”), then on and after the first Business Day on which the Second Performance Goal is achieved the Option may be exercised with respect to purchase an additional [ ] of the shares of Stock is vested and exercisable as of ___, 200___the stock subject to the Option; (c) if during the option to purchase shares Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Third Performance Goal”), then on and after the first Business Day on which the Third Performance Goal is vested and exercisable as of ___, 200___. Subject to achieved the earlier expiration of this Option as herein provided, this Option may be exercised by written notice with respect to the Company at is principal executive office addressed remaining [ ] of the shares of the stock subject to the attention Option; and (d) if during the Option Vesting Period there is a Change in Control of its chief executive officer. This the Company then immediately prior to such Change in Control the Option must may be exercised on or before ___, 201___or it will expire worthless. The with respect to all of the shares of Stock that are the stock subject to the Option irrespective of whether the First Performance Goal, the Second Performance Goal and/or the Third Performance Goal have been achieved. To the extent not exercised, installments shall be cumulative and may be exercised in whole or in part. If Optionee ceases to be an employee of the Company for any reason the Option shall not continue to vest after such cessation of service as an employee. No portion of the Option are shares shall be exercisable in any event on or after the tenth anniversary of Stock as presently constitutedthe Grant Date (the “Option General Expiration Date”); provide, but ifhowever, and wheneverthat if Optionee is a ten percent (10%) shareholder within the meaning of section 422(b)(6) of the Code on the Grant Date, prior to an option shall not be exercisable after the expiration of an Option theretofore granted, five years from the Company shall effect Grant Date. An option may not be exercised for a subdivision or consolidation of shares of Stock or the payment fraction of a stock dividend on Stock without receipt share of consideration by the Company, the number of shares of Stock with respect to which such Option may thereafter be exercised (a) in the event of an increase in the number of outstanding shares of Stock shall be proportionately increased, and the purchase price per share shall be proportionately reduced, and (b) in the event of a reduction in the number of outstanding shares of Stock shall be proportionately reduced, and the purchase price per share shall be proportionately increased. If the Company recapitalizes and/or reclassifies its capital stock (a “recapitalization”), the number and class of shares of Stock covered by an Option theretofore granted shall be adjusted as provided in the PlanCommon Stock.

Vesting of Option. The (a) Subject to the provisions of the Plan and the provision of this Agreement (including the requirement in Section 6 that Optionee continue to be employed by the Company on the dates set forth below), the Option granted hereunder shall vest as followswill be exercisable in accordance with the following schedule: (ai) on the option to purchase first anniversary of the Grant Date the Option will vest with respect to, and may be exercised for up to, one-fourth (1/4th) of the total number of shares of the Stock is covered by the Option as set forth on the first page of this Agreement (the “Option Shares”); (ii) on each succeeding anniversary of the Grant Date the Option will vest with respect to, and may be exercised for up to, an additional one-fourth (1/4th) of the Option Shares so that on the fourth anniversary of the Grant Date the Option shall be fully vested and exercisable as of ___in full; and (iii) to the extent not exercised, 200___;installments shall be cumulative and may be exercised in whole or in part. (b) If (i) a “change of control event,” as defined in the option Treasury Regulations issued under Section 409A of the Code occurs with respect to purchase the Company (a “Change of Control”), (ii) the acquirer or successor of the Company assumes this Agreement, and (iii) the acquirer or successor of the Company terminates Optionee’s employment without Cause (as that term is defined in that Employment Agreement dated effective as of , between the Company and Optionee), other than for death or Disability, on or within two years after the date of the Change of Control, Optionee’s rights to all of the shares of Stock stock covered by the award issued in connection with the assumption of the Option will vest, and such award shall be exercisable in full, on the date Optionee’s employment is vested so terminated. If this Agreement is not assumed by the acquirer or successor of the Company in connection with a Change of Control then the Option will vest with respect to, and exercisable as of ___, 200___; (c) the option to purchase shares of Stock is vested and exercisable as of ___, 200___. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised by written notice to the Company at is principal executive office addressed to the attention of its chief executive officer. This Option must be exercised on or before ___for up to, 201___or it will expire worthless. The shares of Stock that are the subject all of the Option are shares of Stock as presently constituted, but if, and whenever, Shares immediately prior to the expiration occurrence of an Option theretofore granted, the Company shall effect a subdivision or consolidation Change of shares of Stock or the payment of a stock dividend on Stock without receipt of consideration by the Company, the number of shares of Stock with respect to which such Option may thereafter be exercised (a) in the event of an increase in the number of outstanding shares of Stock shall be proportionately increased, and the purchase price per share shall be proportionately reduced, and (b) in the event of a reduction in the number of outstanding shares of Stock shall be proportionately reduced, and the purchase price per share shall be proportionately increased. If the Company recapitalizes and/or reclassifies its capital stock (a “recapitalization”), the number and class of shares of Stock covered by an Option theretofore granted shall be adjusted as provided in the PlanControl.

Vesting of Option. The Subject to the provisions hereof and the provisions of the Plan, the Option granted hereunder shall will vest and become exercisable as followsprovided below, provided that Optionee is and has been continuously employed by the Company or any Subsidiary from the Grant Date through the date the applicable performance goal described below is achieved: (a) if during the option Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “First Performance Goal”), then on and after the first Business Day on which the First Performance Goal is achieved the Option may be exercised with respect to purchase [ ] of the shares of Stock is vested and exercisable as of ___, 200___the stock subject to the Option; (b) if during the option Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Second Performance Goal”), then on and after the first Business Day on which the Second Performance Goal is achieved the Option may be exercised with respect to purchase an additional [ ] of the shares of Stock is vested and exercisable as of ___, 200___the stock subject to the Option; (c) if during the option to purchase shares Option Vesting Period the Trailing Trading Price of the Common Stock equals or exceeds $ per share (the “Third Performance Goal”), then on and after the first Business Day on which the Third Performance Goal is vested and exercisable as of ___, 200___. Subject to achieved the earlier expiration of this Option as herein provided, this Option may be exercised by written notice with respect to the Company at is principal executive office addressed remaining [ ] of the shares of the stock subject to the attention Option; and (d) if during the Option Vesting Period there is a Change in Control of its chief executive officer. This the Company then immediately prior to such Change in Control the Option must may be exercised on or before ___, 201___or it will expire worthless. The with respect to all of the shares of Stock that are the stock subject to the Option irrespective of whether the First Performance Goal, the Second Performance Goal and/or the Third Performance Goal have been achieved. To the extent not exercised, installments shall be cumulative and may be exercised in whole or in part. If Optionee ceases to be an employee of the Company for any reason the Option shall not continue to vest after such cessation of service as an employee. No portion of the Option are shares shall be exercisable in any event on or after the tenth anniversary of Stock as presently constituted, but if, and whenever, prior to the expiration of an Grant Date (the “Option theretofore granted, the Company shall effect General Expiration Date”). An option may not be exercised for a subdivision or consolidation of shares of Stock or the payment fraction of a stock dividend on Stock without receipt share of consideration by the Company, the number of shares of Stock with respect to which such Option may thereafter be exercised (a) in the event of an increase in the number of outstanding shares of Stock shall be proportionately increased, and the purchase price per share shall be proportionately reduced, and (b) in the event of a reduction in the number of outstanding shares of Stock shall be proportionately reduced, and the purchase price per share shall be proportionately increased. If the Company recapitalizes and/or reclassifies its capital stock (a “recapitalization”), the number and class of shares of Stock covered by an Option theretofore granted shall be adjusted as provided in the PlanCommon Stock.

Vesting of Option. (i) This Option shall vest, and may be exercised, with respect to the shares, upon meeting certain performance criteria as provided in subsection (ii) below and subject to earlier vesting or termination of the Option as provided in subsections (e) and (f) below. The right to purchase the Shares as they become vested shall be cumulative and shall continue during the exercise term unless sooner terminated as provided herein. (ii) The Option granted hereunder shall vest as follows: indicated on the schedule below, to the extent the Net Income Before Taxes (as defined on Schedule A attached hereto) of the Corporation for the fiscal year most recently completed (the “Fiscal Year”) before the Performance Vesting Date equals or exceeds the Net Income Before Taxes Targets (each, a “Target”) for the Fiscal Year, as set forth in Schedule A attached hereto: Number of Shares Performance Vesting Date 20% of total number of shares subject to the Option 1st anniversary of Grant Date 20% of total number of shares subject to the Option 2nd anniversary of Grant Date 20% of total number of shares subject to the Option 3rd anniversary of Grant Date 20% of total number of shares subject to the Option 4th anniversary of Grant Date 20% of total number of shares subject to the Option 5th anniversary of Grant Date Provided that, if the Net Income Before Taxes for the Fiscal Year is less than or exceeds the Target for such year, the Option will vest and become exercisable with respect to the Shares subject to the Option in an amount equal to the product of (a) 20% of the option total number of Shares subject to purchase shares of Stock is vested and exercisable as of ___, 200___; the Option multiplied by (b) the option Applicable Percentage set forth on Schedule A attached hereto (this additional vesting shall not apply to purchase the Cumulative Targets described below); provided, further, that the aggregate vesting of shares for all years cannot exceed 100% of Stock the shares subject to this Option. If the Optionee’s Option does not become vested in any year pursuant to the above performance vesting schedule, the Optionee may “catch-up” vesting if the Cumulative Net Income Before Taxes Targets (“Cumulative Target”) for the Fiscal Year (as set forth in Schedule A attached hereto) are satisfied. To the extent not previously vested, the amount that would vest, if such Cumulative Target is vested met for the Fiscal Year indicated, equals 40% of the total number of shares subject to the Option on the second anniversary of the Grant Date, 60% on the third anniversary of the Grant Date, 80% on the fourth anniversary of the Grant Date, and exercisable as 100% on the fifth anniversary of ___the Grant Date. After the fifth anniversary of the Grant Date, 200___;all further performance vesting shall cease and the Employee shall not be entitled to any further vesting under this subsection (ii). (ciii) Notwithstanding the option to purchase shares of Stock is vested and exercisable as of ___, 200___. Subject to the earlier expiration other provisions of this Option as herein providedsection 3(b), this Option may be exercised shall become 100% vested and fully exercisable on the ninth (9th) anniversary of the Grant Date, provided the Employee is actively employed by written notice the Corporation on such date and provided the Option has not been earlier terminated pursuant to the Company at is principal executive office addressed to provisions of this Agreement. (iv) If the attention aggregate Fair Market Value of its chief executive officer. This Option must be exercised on or before ___, 201___or it will expire worthless. The shares of Stock that are the subject of the Option are shares of Stock as presently constituted, but if, and whenever, prior to the expiration of an Option theretofore granted, the Company shall effect a subdivision or consolidation of shares of Stock or the payment of a stock dividend on Stock without receipt of consideration by the Company, the number of shares of Common Stock with respect to which such Options under the Plan and options under all stock option plans of the Corporation and its subsidiaries are exercisable for the first time by the Employee (or person then entitled to exercise this Option) during any calendar year exceeds $100,000, this Option shall be an Incentive Stock Option (up to the $100,000 limit) and a Supplemental Stock Option for the remaining shares. Any exercise of this option shall be deemed first to be the exercise of Incentive Stock Options, with the excess treated as the exercise of Supplemental Stock Options. For purposes of determining the $100,000 limit, the Fair Market Value of the Common Stock shall be determined at the time the Options are granted. Further, no partial exercise of this Option may thereafter be exercised (a) in the event of an increase in made for less than 100 shares or, if less than 100 shares are still available for exercise under this Option, the number of outstanding shares such remaining shares. For purposes of Stock vesting and other rights under this Agreement, the Employee’s employment by any Employer shall be proportionately increased, and the purchase price per share shall be proportionately reduced, and (b) in the event of a reduction in the number of outstanding shares of Stock shall be proportionately reduced, and the purchase price per share shall be proportionately increased. If the Company recapitalizes and/or reclassifies its capital stock (a “recapitalization”), the number and class of shares of Stock covered by an Option theretofore granted shall be adjusted as provided in the Planconsidered employment hereunder.

Vesting of Option. The Subject to the provisions hereof and the provisions of the Plan, the Option granted hereunder shall will vest and become exercisable as follows: (a) Except as otherwise provided in this Section 4, the option Option will vest and become exercisable in accordance with the schedule set forth in Exhibit A, which is attached hereto and made a part hereof. In no event will the Option continue to purchase shares vest after the expiration of Stock the Performance Period (as that term is defined in Section 22). To the extent not exercised, vested portions of the Option shall be cumulative and exercisable as of ___, 200___;may be exercised in whole or in part. (b) Notwithstanding any provision of this Section 4 to the option contrary, in the event of the Participant’s Termination of Service due to purchase the Participant’s death or Total and Permanent Disability during the Performance Period, the shares of Common Stock is vested and exercisable as of ___, 200___; (c) the option to purchase shares of Stock is vested and exercisable as of ___, 200___. Subject subject to the earlier expiration Option that would have vested upon the achievement of this Option as herein the applicable vesting condition set forth in Exhibit A will vest and become exercisable on the date set forth in Exhibit A upon achievement of the corresponding vesting condition during the Performance Period; provided, this Option may be exercised by written notice to the Company at is principal executive office addressed to the attention of its chief executive officer. This Option must be exercised on or before ___however, 201___or it will expire worthless. The shares of Stock that are the subject of the Option are shares of Stock as presently constituted, but if, and whenever, prior to the expiration of an Option theretofore granted, the Company shall effect a subdivision or consolidation of shares of Stock or the payment of a stock dividend on Stock without receipt of consideration by the Company, the number of shares of Common Stock with respect subject to which such the Option may thereafter that vest pursuant to this subsection (b) shall be exercised prorated based on the number of days of the Participant’s employment since the Date of Grant. (ac) Notwithstanding any provision of this Section 4 to the contrary, in the event of an increase the Participant’s Termination of Service during the Performance Period upon or within 12 months following a Change in Control (i) by the Company without Cause (as that term is defined in the Employment Agreement, which term is defined in ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇), (▇▇) by the Company upon its nonrenewal of the Employment Agreement, or (iii) by the Participant for Good Reason (as that term is defined in the Employment Agreement), then the shares of Common Stock subject to the Option that would have vested upon the achievement of the applicable vesting condition set forth in Exhibit A will vest and become exercisable on the date set forth in Exhibit A upon achievement of the corresponding vesting condition during the Performance Period; provided, however, that the number of outstanding shares of Common Stock shall be proportionately increased, and subject to the purchase price per share shall be proportionately reduced, and Option that vest pursuant to this subsection (b) in the event of a reduction in shall be prorated based on the number of outstanding shares days of Stock shall be proportionately reduced, and the purchase price per share shall be proportionately increased. If Participant’s employment since the Company recapitalizes and/or reclassifies its capital stock (a “recapitalization”), the number and class Date of shares of Stock covered by an Option theretofore granted shall be adjusted as provided in the PlanGrant.

Vesting of Option. The Subject to the provisions hereof and the provisions of the Plan, the Option granted hereunder shall will vest and become exercisable as follows: (a) Except as otherwise provided in this Section 4, the option to purchase Option will vest and become exercisable in accordance with the following schedule: (i) on the anniversary of the Date of Grant, the Option will vest with respect to, and may be exercised for up to, ( %) of the shares of Common Stock subject to the Option, provided the Participant is vested an Employee of the Company or a Subsidiary on such date; (ii) on the anniversary of the Date of Grant, the Option will vest with respect to, and exercisable as may be exercised for up to, ( %) of ___the shares of Common Stock subject to the Option, 200___provided the Participant is an Employee of the Company or a Subsidiary on such date; (iii) on the anniversary of the Date of Grant, the Option will vest with respect to, and may be exercised for up to, ( %) of the shares of Common Stock subject to the Option, provided the Participant is an Employee of the Company or a Subsidiary on such date; and (iv) on the anniversary of the Date of Grant, the Option will vest with respect to, and may be exercised for up to, ( %) of the shares of Common Stock subject to the Option, provided the Participant is an Employee of the Company or a Subsidiary on such date. To the extent not exercised, installments shall be cumulative and may be exercised in whole or in part. (b) Notwithstanding any provision of this Section 4 to the option contrary, in the event of the Participant’s termination of employment due to purchase the Participant’s death or Total and Permanent Disability before a date provided in subsection (a), then a pro rata portion of the shares of Common Stock is subject to the Option that would have vested on the anniversary of the Date of Grant next following the date of the Participant’s termination of employment due to his death or Total and Permanent Disability (the “Next Vesting Date”) (prorated based on the number of days of the Participant’s employment during the one-year period immediately preceding the Next Vesting Date) will vest and become exercisable as on the date of ___, 200___;the Participant’s termination of employment due to his death or Total and Permanent Disability. (c) the option to purchase shares Notwithstanding any provision of Stock is vested and exercisable as of ___, 200___. Subject this Section 4 to the earlier expiration of this Option as herein providedcontrary, this Option may be exercised by written notice to the Company at is principal executive office addressed to the attention of its chief executive officer. This Option must be exercised on or before ___, 201___or it will expire worthless. The shares of Stock that are the subject of the Option are shares of Stock as presently constituted, but if, and whenever, prior to the expiration of an Option theretofore granted, the Company shall effect a subdivision or consolidation of shares of Stock or the payment of a stock dividend on Stock without receipt of consideration by the Company, the number of shares of Stock with respect to which such Option may thereafter be exercised (a) in the event of an increase the Participant’s termination of employment upon or within 12 months following a Change in Control: (i) by the Company without Cause (as that term is defined in the number Employment Agreement), (ii) by the Company upon its nonrenewal of outstanding the Employment Agreement, or (iii) by the Participant for Good Reason (as that term is defined in the Employment Agreement), then all of the shares of Common Stock shall be proportionately increased, subject to the Option which have not yet vested will vest and become exercisable on the purchase price per share shall be proportionately reduced, and date of such termination of employment. (d) In the event of the Participant’s termination of employment for any reason other than as provided in subsection (b) or (c) above, the Option shall not continue to vest after such termination of employment and shall be subject to termination pursuant to Section 6. For purposes of clarity, if the Participant’s role with the Company is modified so that he is solely serving as the Executive Chairman, the Option shall continue to vest, until the date he ceases serving as Executive Chairman and he shall not be deemed to have terminated employment until such date. (e) Notwithstanding any provision of this Section 4 to the contrary, if a Change in Control occurs and, in connection with such Change in Control, the event successor entity to the Company does not assume the Option, then all of a reduction in the number of outstanding shares of Common Stock shall be proportionately reduced, subject to the Option which have not yet vested will vest and become exercisable on the purchase price per share shall be proportionately increased. If the Company recapitalizes and/or reclassifies its capital stock (a “recapitalization”), the number and class date of shares of Stock covered by an Option theretofore granted shall be adjusted as provided such Change in the PlanControl.

Vesting of Option. The Option granted hereunder shall vest in accordance with Schedule A; provided, however, that: (a) if the Optionee’s Employment terminates as a result of (i) termination of the Optionee by Employer without Cause or (ii) the Optionee’s Disability or death, then (A) the Option shall Vest on a Pro Rata Basis, (B) any unvested portion of the Option that was earned for the 2009 or 2010 calendar year based on Schedule A shall become fully vested as of the Date of Termination, and (C) if a Change of Control has occurred, any amount that is scheduled to vest on the one-year anniversary of the Change of Control pursuant to Section 2(m)(i) above shall become fully vested as of the Date of Termination; (b) if the Optionee’s Employment terminates as a result of resignation or retirement by the Optionee, then the Option shall be deemed to have stopped vesting as of the Date of Termination of such Optionee (or as of the beginning of the year containing the Date of Termination, in the event of such termination of employment after 2010); no portion of the Option shall be earned for the calendar year in which the Date of Termination occurs; (c) if the Optionee’s Employment terminates as a result of termination by Employer for Cause, then the Option will be immediately forfeited by the Optionee and terminate as of the Date of Termination; and (d) upon a Change of Control through December 31, 2013, the Option shall Vest on a Return-on-Equity Basis; provided that, upon such a Change of Control following which Stock continues to be held by any of the Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 3(e) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause the Option to Vest on a Return-on-Equity Basis treating the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Option to Vest on a Return-on-Equity Basis in connection with any disposition by the Investors of a material portion of their remaining Stock through December 31, 2013; and (e) notwithstanding the foregoing, in the event of a Change of Control after the 2009 or 2010 calendar year, any portion of the Option that was earned with respect to the 2009 or 2010 calendar year based on Schedule A and that has not yet vested shall vest in full upon the Change of Control.” 5. Schedule A to the Agreement is hereby amended by adding the following new paragraphs to the end: “2009 and 2010 Performance Goals: 1. Notwithstanding the foregoing, the foregoing Base Case performance goals shall be amended with respect to the 2009 or 2010 calendar years. As amended, with respect to each of the 2009 and 2010 calendar years, the Option shall be earned to the extent that the Amended Base Case (defined below) for each such calendar year is achieved during such period as follows and the portion of the Option that is earned for such calendar year shall vest in accordance with the vesting schedule set forth in paragraph 2 below: (a) If Actual Internal EBITA for such calendar year is less than or equal to 95% of the Amended Base Case for that year, the Option will not be earned for any Shares at the end of that year; (b) If Actual Internal EBITA for such calendar year is between 95% and 100% of the Amended Base Case for that year, the number of Shares underlying the Option that will be earned for the calendar year will be determined by interpolation at the linear rate of 1/78.32 of the Shares per one percentage point of Actual Internal EBITA (rounded to the nearest .0001 of a Share); (c) If Actual Internal EBITA for such calendar year is above 100% but not greater than 106.25% of the Amended Base Case for that year, the number of Shares underlying the Option that will be earned for the calendar year will be the sum of (i) the number of Options calculated in accordance with paragraph (b) above and (ii) the number of Options determined by interpolation at the linear rate of 1/249.51 of the Shares per one percentage point of Actual Internal EBITA in excess of 100% (rounded to the nearest .0001 of a Share); (d) If Actual Internal EBITA for such calendar year is greater than 106.25% of the Amended Base Case for that year, the Option shall not be earned for any further Shares than provided above until Actual Internal EBITA for such calendar year is equal to or greater than 100% of the Original Base Case (as defined below) for that year as such target appears in the Original Agreement (as defined below), at which point the Option shall be earned as follows: (ai) the option to purchase shares of Stock if Actual Internal EBITA for such calendar year is vested between 100% and exercisable as of ___, 200___; (b) the option to purchase shares of Stock is vested and exercisable as of ___, 200___; (c) the option to purchase shares of Stock is vested and exercisable as of ___, 200___. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised by written notice to the Company at is principal executive office addressed to the attention of its chief executive officer. This Option must be exercised on or before ___, 201___or it will expire worthless. The shares of Stock that are the subject 106.25% of the Option are shares of Stock as presently constituted, but if, and whenever, prior to the expiration of an Option theretofore granted, the Company shall effect a subdivision or consolidation of shares of Stock or the payment of a stock dividend on Stock without receipt of consideration by the CompanyOriginal Base Case for that year, the number of shares Shares underlying the Option that will be earned for the calendar year will be the sum of Stock with respect to which such Option may thereafter be exercised (ax) in the event of an increase in the number of outstanding shares Options calculated in accordance with paragraph (c) above and (y) an amount determined by interpolation at the linear rate of Stock 1/56.25 of the Shares per one percentage point of Actual Internal EBITA (rounded to the nearest .0001 of a Share) between 100% and 106.25% of the Original Base Case; and (ii) if Actual Internal EBITA for such calendar year is equal to or greater than 106.25% of the Original Base Case for that year, the Option shall be proportionately increased, and earned for 1/5 of the purchase price per share shall Shares (rounded to the nearest .0001 of a Share) at the end of that year; provided that any Shares that are not earned at the end of a particular calendar year may be proportionately reduced, and earned at the end of a subsequent calendar year based on the cumulative Actual Internal EBITA as a percent of the cumulative Original Base Case (b) using the methodology described in the event Original Agreement). • For purposes of a reduction in the number of outstanding shares of Stock shall be proportionately reduced, and the purchase price per share shall be proportionately increased. If the Company recapitalizes and/or reclassifies its capital stock (a “recapitalization”), the number and class of shares of Stock covered by an Option theretofore granted shall be adjusted as provided in the Plan.this Amendment:

Vesting of Option. (a) The Option granted hereunder is divided into three tranches (each a “Tranche”), with each Tranche representing a portion of the Option covering that number of Shares as specified in the Grant Notice. (b) Subject to Sections 2.2 and 2.3 below, the Option shall be eligible to vest based on the Company’s achievement of the “Stock Price Hurdles” identified below during the applicable Performance Periods and Optionholder’s continued service in a Qualifying Position through the applicable vesting, date as follows: (ai) Tranche 1 shall vest on the option date on which the Share Price first equals or exceeds $45.00 (“First Stock Price Hurdle”) during the First Performance Period; provided that in no event will Tranche 1 vest prior to purchase shares of Stock is vested and exercisable as of ___February 20, 200___;2025 (the “First Service-Based Vesting Date”), subject to Optionholder’s continued service in a Qualifying Position through the vesting date. (bii) Tranche 2 shall vest on the option date on which the Share Price first equals or exceeds $50.00 (“Second Stock Price Hurdle”) during the Second Performance Period; provided that in no event will Tranche 2 vest prior to purchase shares February 20, 2026 (the “Second Service-Based Vesting Date”), subject to Optionholder’s continued service in a Qualifying Position through the vesting date. (iii) Tranche 3 shall vest on the date on which the Share Price first equals or exceeds $60.00 (“Third Stock Price Hurdle”) during the Third Performance Period; provided that in no event will Tranche 3 vest prior to February 20, 2027 (the “Third Service-Based Vesting Date”), subject to Optionholder’s continued service in a Qualifying Position through the vesting date. Any Tranche for which the applicable Stock Price Hurdle has not been achieved on or prior to the last day of the applicable Performance Period will immediately and automatically be cancelled and forfeited without consideration therefor. Each of the First Service-Based Vesting Date, the Second Service-Based Vesting Date and the Third Service-Based Vesting Date is referred to herein as a “Service-Based Vesting Date.” For the avoidance of doubt, if, for any given Tranche of the Option eligible to vest pursuant to clause (i), (ii) or (iii) above, the Stock Price Hurdle is vested and exercisable achieved prior to the applicable Service-Based Vesting Date corresponding to such Stock Price Hurdle, such Tranche shall vest upon the applicable Service-Based Vesting Date corresponding to such Stock Price Hurdle, subject (except as of ___, 200___;otherwise set forth in this Agreement) to Optionholder continuing to serve in a Qualifying Position through such Service-Based Vesting Date. (c) the option to purchase shares of Stock is vested and exercisable as of ___, 200___. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised by written notice to the Company at is principal executive office addressed to the attention of its chief executive officer. This Option must be exercised on or before ___, 201___or it will expire worthless. The shares of Stock that are the subject of the Option are shares of Stock as presently constituted, but if, and whenever, prior to the expiration of an Option theretofore granted, the Company shall effect a subdivision or consolidation of shares of Stock or the payment of a stock dividend on Stock without receipt of consideration by the Company, the number of shares of Stock with respect to which such Option may thereafter be exercised (a) in the event of an increase in the number of outstanding shares of Stock shall be proportionately increased, and the purchase price per share shall be proportionately reduced, and (b) in In the event of a reduction in Capitalization Adjustment, the Stock Price Hurdles set forth above shall be equitably adjusted by the Board. (d) Each Tranche may only vest (or commence vesting, as applicable) once. In no event may the Option become vested and exercisable with respect to more than the number of outstanding shares of Stock shall be proportionately reduced, and Shares subject to the purchase price per share shall be proportionately increased. If Option shown on the Company recapitalizes and/or reclassifies its capital stock (a “recapitalization”), the number and class of shares of Stock covered by an Option theretofore granted shall be adjusted as provided in the PlanGrant Notice.

Vesting of Option. (a) Except as otherwise provided in this Agreement, the number of Option Shares that you will be entitled to purchase (the “Earned Option Shares”) shall be the number of shares indicated in Section 1 above, subject to adjustment based upon the Company’s total stockholder return (the “Company TSR”) compared to the total stockholder return of the Company’s peers (“Peer TSR”) over the three (3) year period beginning on the Date of Grant and ending on the third anniversary of the Date of Grant (the “Performance Period”). The peer group shall be comprised of specific companies as designated by the Compensation Committee, in its sole discretion with respect to the Performance Period, subject to adjustment pursuant to Section 11 (the “Peer Group”). For purposes of calculating the Company TSR and the Peer TSR, the applicable beginning and ending stock prices for the Company and each member of the Peer Group shall be determined by calculating the average of the per share closing prices, adjusted for splits, of the Company’s Common Stock and the common stock of each member of the Peer Group as reported by the applicable exchange markets for the 20 trading days ending on ___________ for the beginning prices and the 20 trading days ending on ___________ for the ending prices, each rounded to the fourth decimal point. At the conclusion of the Performance Period, the Company’s TSR will be compared to the Peer TSRs, and the Earned Option granted hereunder shall vest Shares will be determined as follows: (ai) If the option Company’s TSR over the Performance Period is negative, the Option shall be cancelled. (ii) If the Company's TSR is below the 50th percentile of the Peer TSRs, the Option shall be cancelled. (iii) If the Company’s TSR ranks at the 50th percentile of the Peer TSRs, the Earned Option Shares shall be equal to purchase shares 33% of Stock is vested the Option Shares. (iv) If the Company’s TSR ranks at or above the 75th percentile of the Peer TSRs, the Earned Option Shares shall be equal to 100% of the Option Shares. (v) If the Company's TSR ranks above the 50th percentile company in the Peer Group and exercisable as below the 75th percentile company in the Peer Group, the number of ___, 200___;Option Shares shall be determined by straight-line interpolation between 33% of the Option Shares and 100% of the Option Shares based on the Company’s TSR relative to the TSR of the 50th percentile company in the Peer Group and the 75th percentile company in the Peer Group. (b) Notwithstanding the option provisions of Section 5(a) above, the Option shall become immediately exercisable for the full number of Option Shares upon the occurrence of a Change in Control (as defined below) on or before the end of the Performance Period. A "Change in Control" means the occurrence of any of the following events: (i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of the combined voting power of the then outstanding securities of the Company entitled to purchase shares vote generally in the election of Stock directors (the "Voting Shares"); provided, however, that for purposes of this Section 3(b)(i), the following acquisitions shall not constitute a Change in Control: (A) any issuance of Voting Shares directly from the Company that is vested approved by the Incumbent Board (as defined in Section 3(b)(ii), below), (B) any acquisition by the Company or a Subsidiary of Voting Shares, (C) any acquisition of Voting Shares by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary or (D) any acquisition of Voting Shares by any Person pursuant to a Business Combination that complies with clauses (A), (B) and exercisable (C) of Section 3(b)(iii), below; (ii) individuals who, as of ___the date hereof, 200___constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a Director after the date hereof whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least two-thirds of the Directors then constituting the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be deemed to have been a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest (within the meaning of Rule 14a-12 of the Exchange Act) with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (iii) consummation of a reorganization, merger or consolidation, a sale or other disposition of all or substantially all of the assets of the Company or other transaction (each, a "Business Combination"), unless, in each case, immediately following the Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners of Voting Shares immediately prior to the Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding Voting Shares of the entity resulting from the Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries), (B) no Person (other than the Company, such entity resulting from the Business Combination, or any employee benefit plan (or related trust) sponsored or maintained by the Company, any Subsidiary or such entity resulting from the Business Combination) beneficially owns, directly or indirectly, 25% or more of the combined voting power of the then outstanding Voting Shares of the entity resulting from the Business Combination, and (C) at least a majority of the members of the board of directors of the entity resulting from the Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for the Business Combination; or (iv) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, except pursuant to a Business Combination that complies with clauses (A), (B) and (C) of Section 3(b)(iii) hereof. (c) Notwithstanding the option to purchase shares provisions of Stock is vested and exercisable as of ___Section 5(a) above, 200___. Subject if prior to the earlier expiration end of this Option as herein providedthe Performance Period, this Option may be exercised by written notice to (i) Optionee dies while in the employ of the Company or a Subsidiary, then the Option shall become immediately exercisable for 50% of the number of Option Shares and will remain exercisable in accordance with Section 7 below; (ii) Optionee becomes permanently disabled while in the employ of the Company or a Subsidiary, then the Option shall become exercisable at is principal executive office addressed the end of the Performance Period for the number of Option Shares Optionee would have been entitled to exercise if the attention Optionee had remained an employee of the Company on the date on which the Performance Period ends and (iii) Optionee retires while in the employ of the Company or Subsidiary, then the Committee, in its chief executive officer. This Option must be exercised on sole discretion, may determine that all or before ___, 201___or it will expire worthless. The shares of Stock that are the subject any portion of the Option are shares of Stock as presently constituted, but if, and whenever, prior to shall become immediately exercisable for the expiration of an Option theretofore granted, the Company shall effect a subdivision or consolidation of shares of Stock or the payment of a stock dividend on Stock without receipt of consideration by the Company, the full number of shares of Stock with respect to which such Option may thereafter be exercised (a) in the event of an increase in the number of outstanding shares of Stock shall be proportionately increased, and the purchase price per share shall be proportionately reduced, and (b) in the event of a reduction in the number of outstanding shares of Stock shall be proportionately reduced, and the purchase price per share shall be proportionately increased. If the Company recapitalizes and/or reclassifies its capital stock (a “recapitalization”), the number and class of shares of Stock covered by an Option theretofore granted shall be adjusted as provided in the PlanShares.

Vesting of Option. The Subject to the other terms and conditions of this Agreement and the Plan, including but not limited to Section 5, this Option granted hereunder shall vest will vest, in accordance with and to the extent provided in this Agreement and Exhibit A as follows: (a) Performance-Based Criteria. Following completion of the option to purchase shares of Stock is vested fiscal year 2017 audit performed by the Company’s independent registered public accounting firm and exercisable a determination, as of ___described in the next succeeding sentence, 200___; by the Compensation Committee (bthe “Committee”) the option to purchase shares of Stock is vested and exercisable as of ___, 200___; (c) the option to purchase shares of Stock is vested and exercisable as of ___, 200___. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised by written notice to the Company at is principal executive office addressed to the attention of its chief executive officer. This Option must be exercised on that all or before ___, 201___or it will expire worthless. The shares of Stock that are the subject a portion of the Option are shall be subject to vesting as of the Performance Vesting Date (as defined below). The number of shares that will subject to vesting (the “Vesting Shares”) will be based on whether and to what extent the Threshold or Target performance level of Stock the performance goal has been achieved as presently constituted, but ifset forth in Exhibit A to this Agreement, and whenever, prior as determined by the Committee in its sole discretion (the “Committee’s Performance Goal Determination”). The “Threshold Option Number” will be increased to the expiration “Target Option Number” set forth on Exhibit A to this Agreement if the Company’s performance goal is achieved at or above the Target level, or decreased to zero if the Company’s performance goal is not achieved at the Threshold performance level. The “Threshold Option Number” set forth on Exhibit A to this Agreement represents the number of an Option theretofore granted, shares that would vest if the Company shall effect a subdivision or consolidation achieves the performance goal at the Threshold level and the number of shares of Stock or the payment of a stock dividend on Stock without receipt of consideration by the Company, vesting for performance between Threshold and Target shall be linearly interpolated. If the number of shares of Common Stock with respect to which such Option may thereafter be exercised (a) in the event of an increase in delivered to Employee is not a whole number, then the number of outstanding shares of Common Stock shall be proportionately increased, and rounded down to the purchase price per share shall be proportionately reduced, and (b) nearest whole number. The day of the Committee’s Performance Goal Determination is referred to in this Agreement as the event of a reduction in the number of outstanding shares of Stock shall be proportionately reduced, and the purchase price per share shall be proportionately increased. If the Company recapitalizes and/or reclassifies its capital stock (a “recapitalizationPerformance Vesting Date.”), the number and class of shares of Stock covered by an Option theretofore granted shall be adjusted as provided in the Plan.

Vesting of Option. The Subject to the provisions hereof and the provisions of the Plan, the Option granted hereunder will vest and become exercisable ratably on a daily basis commencing on the day following the Grant Date and ending on the third anniversary of the Grant Date (the “Vesting Period”) so that on the third anniversary of the Grant Date the Option shall vest be exercisable in full, provided that Optionee is and has been continuously employed by the Company or any Subsidiary (as follows: that term is defined in Section 23) from the date of this Agreement through such date. Any reference to “daily” vesting in the Option Notice shall mean that the Option vests ratably on a daily basis during the Vesting Period. To the extent not exercised, installments shall be cumulative and may be exercised in whole or in part. In the event that Optionee’s employment is terminated by the Company without cause or by Optionee with good reason, (a) the option to purchase shares of Stock is vested and exercisable as of ___, 200___; (b) the option to purchase shares of Stock is vested and exercisable as of ___, 200___; (c) the option to purchase shares of Stock is vested and exercisable as of ___, 200___. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised by written notice to the Company at is principal executive office addressed to the attention of its chief executive officer. This Option must be exercised on or before ___, 201___or it will expire worthless. The shares of Stock that are the subject portion of the Option are shares which is then vested will continue to be exercisable until the tenth anniversary of Stock as presently constituted, but if, and whenever, prior to the expiration of an Grant Date (the “Option theretofore granted, the Company shall effect a subdivision or consolidation of shares of Stock or the payment of a stock dividend on Stock without receipt of consideration by the Company, the number of shares of Stock with respect to which such Option may thereafter be exercised (aGeneral Expiration Date”) in the event of an increase in the number of outstanding shares of Stock shall be proportionately increased, and the purchase price per share shall be proportionately reduced, and (b) if the Option is not then fully vested and exercisable an amount of the shares of Common Stock subject to the Option equal to one more year’s vesting (or such lesser number of shares as are not then vested) will vest and become exercisable upon such termination and will continue to be exercisable until the Option General Expiration Date. No portion of the Option shall be exercisable in any event on or after the event Option General Expiration Date; provide, however, that if Optionee is a ten percent (10%) shareholder within the meaning of section 422(b)(6) of the Code on the Grant Date, an option shall not be exercisable after the expiration of five years from the Grant Date. An option may not be exercised for a fraction of a reduction in the number share of outstanding shares of Stock shall be proportionately reduced, and the purchase price per share shall be proportionately increased. If the Company recapitalizes and/or reclassifies its capital stock (a “recapitalization”), the number and class of shares of Stock covered by an Option theretofore granted shall be adjusted as provided in the PlanCommon Stock.

Vesting of Option. The Option granted hereunder shall vest in accordance with Schedule A; provided, however, that: (a) if the Optionee’s Employment terminates as a result of (i) termination of the Optionee by the Employer without Cause, (ii) resignation by the Optionee for Good Reason or (iii) the Optionee’s Disability or death, then (A) the Option shall Vest on a Pro Rata Basis, (B) any unvested portion of the Option that was earned for the 2009 or 2010 calendar year based on Schedule A shall become fully vested as of the Date of Termination, and (C) if a Change of Control has occurred, any amount that is scheduled to vest on the one-year anniversary of the Change of Control pursuant to Section 2(p)(ii) above shall become fully vested as of the Date of Termination; (b) if the Optionee’s Employment terminates as a result of termination by the Employer for Cause, then the Option will be immediately forfeited by the Optionee and terminate as of the Date of Termination; (c) if the Optionee’s Employment terminates as a result of resignation by the Optionee other than for Good Reason, then the Option shall be deemed to have stopped vesting as of the Date of Termination of such Optionee (or as of the beginning of the year containing the Date of Termination, in the event of such termination of employment after 2010); no portion of the Option shall be earned for the calendar year in which the Date of Termination occurs; (d) if the Optionee’s Employment terminates as a result of the Optionee’s Retirement, then the Option shall be deemed to have stopped vesting as of the Date of Termination of such Optionee (or as of the beginning of the year containing the Date of Termination, in the event of such termination of employment after 2010); no portion of the Option shall be earned for the calendar year in which the Date of Termination occurs; (e) upon a Change of Control during the Performance Period or, with respect to Section 2(p)(ii), through December 31, 2013, the Option shall Vest on a Return-on-Equity Basis; provided that, upon such a Change of Control following which Stock continues to be held by any of the Principal Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 3(e) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause the Option to Vest on a Return-on-Equity Basis treating the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Option to Vest on a Return-on-Equity Basis in connection with any disposition by the Principal Investors of a material portion of their remaining Stock during the Performance Period or, with respect to Section 2(p)(ii), through December 31, 2013; and (f) notwithstanding the foregoing, in the event of a Change of Control after the 2009 or 2010 calendar year, any portion of the Option that was earned with respect to the 2009 or 2010 calendar year based on Schedule A and that has not yet vested shall vest in full upon the Change of Control.” 12. Schedule A to the Agreement is hereby amended by adding the following new paragraphs to the end: “2009 and 2010 Performance Goals: 1. Notwithstanding the foregoing, the foregoing Base Case performance goals shall be amended with respect to the 2009 or 2010 calendar years. As amended, with respect to each of the 2009 and 2010 calendar years, the Option shall be earned to the extent that the Amended Base Case (defined below) for each such calendar year is achieved during such period as follows and the portion of the Option that is earned for such calendar year shall vest in accordance with the vesting schedule set forth in paragraph 2 below: (a) If Actual Internal EBITA for such calendar year is less than or equal to 95% of the Amended Base Case for that year, the Option will not be earned for any Units at the end of that year; (b) If Actual Internal EBITA for such calendar year is between 95% and 100% of the Amended Base Case for that year, the number of Units underlying the Option that will be earned for the calendar year will be determined by interpolation at the linear rate of 1/78.32 of the Units per one percentage point of Actual Internal EBITA (rounded to the nearest .0001 of a Unit); (c) If Actual Internal EBITA for such calendar year is above 100% but not greater than 106.25% of the Amended Base Case for that year, the number of Units underlying the Option that will be earned for the calendar year will be the sum of (i) the number of Options calculated in accordance with paragraph (b) above and (ii) the number of Options determined by interpolation at the linear rate of 1/249.51 of the Units per one percentage point of Actual Internal EBITA in excess of 100% (rounded to the nearest .0001 of a Unit); (d) If Actual Internal EBITA for such calendar year is greater than 106.25% of the Amended Base Case for that year, the Option shall not be earned for any further Units than provided above until Actual Internal EBITA for such calendar year is equal to or greater than 100% of the Original Base Case (as defined below) for that year as such target appears in the Original Agreement (as defined below), at which point the Option shall be earned as follows: (ai) the option to purchase shares of Stock if Actual Internal EBITA for such calendar year is vested between 100% and exercisable as of ___, 200___; (b) the option to purchase shares of Stock is vested and exercisable as of ___, 200___; (c) the option to purchase shares of Stock is vested and exercisable as of ___, 200___. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised by written notice to the Company at is principal executive office addressed to the attention of its chief executive officer. This Option must be exercised on or before ___, 201___or it will expire worthless. The shares of Stock that are the subject 106.25% of the Option are shares of Stock as presently constituted, but if, and whenever, prior to the expiration of an Option theretofore granted, the Company shall effect a subdivision or consolidation of shares of Stock or the payment of a stock dividend on Stock without receipt of consideration by the CompanyOriginal Base Case for that year, the number of shares Units underlying the Option that will be earned for the calendar year will be the sum of Stock with respect to which such Option may thereafter be exercised (ax) in the event of an increase in the number of outstanding shares Options calculated in accordance with paragraph (c) above and (y) an amount determined by interpolation at the linear rate of Stock 1/56.25 of the Units per one percentage point of Actual Internal EBITA (rounded to the nearest .0001 of a Unit) between 100% and 106.25% of the Original Base Case; and (ii) if Actual Internal EBITA for such calendar year is equal to or greater than 106.25% of the Original Base Case for that year, the Option shall be proportionately increased, and earned for 1/5 of the purchase price per share shall Units (rounded to the nearest .0001 of a Unit) at the end of that year; provided that any Units that are not earned at the end of a particular calendar year may be proportionately reduced, and earned at the end of a subsequent calendar year based on the cumulative Actual Internal EBITA as a percent of the cumulative Original Base Case (b) using the methodology described in the event Original Agreement). • For purposes of a reduction in the number of outstanding shares of Stock shall be proportionately reduced, and the purchase price per share shall be proportionately increased. If the Company recapitalizes and/or reclassifies its capital stock (a “recapitalization”), the number and class of shares of Stock covered by an Option theretofore granted shall be adjusted as provided in the Plan.this Amendment:

Vesting of Option. The Option granted hereunder shall will vest and become exercisable as follows: (a) On or after the option first anniversary of the Date of Grant, or , Employee may purchase up to purchase one-third (1/3) of the total number of shares of Common Stock is vested and exercisable as of ___, 200___;subject to this Option. (b) On or after the option second anniversary of the Date of Grant, or , Employee may purchase up to purchase an additional one-third (1/3) of the total number of shares of Common Stock subject to this Option; provided, however, that if the Company has achieved the “First Year Target” (as defined in Section 5(a) below), Employee may purchase the shares of Common Stock described in this Section 4(b) on or after the date which is vested and exercisable as eighteen months after the Date of ___Grant, 200___;or . (c) On or after the option to purchase shares of Stock is vested and exercisable as of ___, 200___. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised by written notice to the Company at is principal executive office addressed to the attention of its chief executive officer. This Option must be exercised on or before ___, 201___or it will expire worthless. The shares of Stock that are the subject third anniversary of the Option are shares Date of Stock as presently constitutedGrant, but ifor , and whenever, prior Employee may purchase up to an additional one-third (1/3) of the expiration of an Option theretofore granted, the Company shall effect a subdivision or consolidation total number of shares of Common Stock subject to this Option; provided, however, that: (i) If the Company has achieved the First Year Target or the payment “Second Year Target” (as defined in Section 5(b) below), Employee may purchase the shares of Common Stock described in this Section 4(c) on or after the date which is thirty months after the Date of Grant, or ; and (ii) If the Company has achieved the First Year Target and the Second Year Target, Employee may purchase the shares of Common Stock described in this Section 4(c) on or after the second anniversary of the Date of Grant, or . (d) Notwithstanding the foregoing, upon a stock dividend on Stock without receipt Change of consideration by the Company, Control (as herein after defined) Employee may purchase 100% of the number of shares subject to this Option. (e) If any Option vesting date is not a business day on which the New York Stock Exchange (“NYSE”) is open, such vesting date will be deemed to be the next succeeding business day on which the NYSE is open. In no event will this Option be re-priced, or deemed to be re-priced, as a result of Stock with respect to which such Option may thereafter be exercised any acceleration of vesting periods, as described in this Section 4. (af) in Attachment A provides generic examples of the event of an increase in the number of outstanding shares of Stock shall be proportionately increased, and the purchase price per share shall be proportionately reduced, and (b) in the event operation of a reduction in the number of outstanding shares of Stock shall be proportionately reduced, and the purchase price per share shall be proportionately increased. If the Company recapitalizes and/or reclassifies its capital performance accelerated stock (a “recapitalization”), the number and class of shares of Stock covered by an Option theretofore granted shall be adjusted as provided in the Planoption.

Vesting of Option. The Option granted hereunder shall vest in accordance with Schedule A; provided, however, that: (a) if the Optionee’s Employment terminates as a result of (i) termination of the Optionee by Employer without Cause or (ii) the Optionee’s Disability or death, then (A) the Option shall Vest on a Pro Rata Basis, (B) any unvested portion of the Option that was earned for the 2009 or 2010 calendar year based on Schedule A shall become fully vested as of the Date of Termination, and (C) if a Change of Control has occurred, any amount that is scheduled to vest on the one-year anniversary of the Change of Control pursuant to Section 2(l)(i) above shall become fully vested as of the Date of Termination; (b) if the Optionee’s Employment terminates as a result of resignation or retirement by the Optionee, then the Option shall be deemed to have stopped vesting as of the Date of Termination of such Optionee (or as of the beginning of the year containing the Date of Termination, in the event of such termination of employment after 2010); no portion of the Option shall be earned for the calendar year in which the Date of Termination occurs; (c) if the Optionee’s Employment terminates as a result of termination by Employer for Cause, then the Option will be immediately forfeited by the Optionee and terminate as of the Date of Termination; and (d) upon a Change of Control through December 31, 2013, the Option shall Vest on a Return-on-Equity Basis; provided that, upon such a Change of Control following which Stock continues to be held by any of the Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 3(e) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause the Option to Vest on a Return-on-Equity Basis treating the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Option to Vest on a Return-on-Equity Basis in connection with any disposition by the Investors of a material portion of their remaining Stock through December 31, 2013; and (e) notwithstanding the foregoing, in the event of a Change of Control after the 2009 or 2010 calendar year, any portion of the Option that was earned with respect to the 2009 or 2010 calendar year based on Schedule A and that has not yet vested shall vest in full upon the Change of Control.” 26. Schedule A to the Agreement is hereby amended by adding the following new paragraphs to the end: “2009 and 2010 Performance Goals: 1. Notwithstanding the foregoing, the foregoing Base Case performance goals shall be amended with respect to the 2009 or 2010 calendar years. As amended, with respect to each of the 2009 and 2010 calendar years, the Option shall be earned to the extent that the Amended Base Case (defined below) for each such calendar year is achieved during such period as follows and the portion of the Option that is earned for such calendar year shall vest in accordance with the vesting schedule set forth in paragraph 2 below: (a) If Actual Internal EBITA for such calendar year is less than or equal to 95% of the Amended Base Case for that year, the Option will not be earned for any Units at the end of that year; (b) If Actual Internal EBITA for such calendar year is between 95% and 100% of the Amended Base Case for that year, the number of Units underlying the Option that will be earned for the calendar year will be determined by interpolation at the linear rate of 1/78.32 of the Units per one percentage point of Actual Internal EBITA (rounded to the nearest .0001 of a Unit); (c) If Actual Internal EBITA for such calendar year is above 100% but not greater than 106.25% of the Amended Base Case for that year, the number of Units underlying the Option that will be earned for the calendar year will be the sum of (i) the number of Options calculated in accordance with paragraph (b) above and (ii) the number of Options determined by interpolation at the linear rate of 1/249.51 of the Units per one percentage point of Actual Internal EBITA in excess of 100% (rounded to the nearest .0001 of a Unit); (d) If Actual Internal EBITA for such calendar year is greater than 106.25% of the Amended Base Case for that year, the Option shall not be earned for any further Units than provided above until Actual Internal EBITA for such calendar year is equal to or greater than 100% of the Original Base Case (as defined below) for that year as such target appears in the Original Agreement (as defined below), at which point the Option shall be earned as follows: (ai) the option to purchase shares of Stock if Actual Internal EBITA for such calendar year is vested between 100% and exercisable as of ___, 200___; (b) the option to purchase shares of Stock is vested and exercisable as of ___, 200___; (c) the option to purchase shares of Stock is vested and exercisable as of ___, 200___. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised by written notice to the Company at is principal executive office addressed to the attention of its chief executive officer. This Option must be exercised on or before ___, 201___or it will expire worthless. The shares of Stock that are the subject 106.25% of the Option are shares of Stock as presently constituted, but if, and whenever, prior to the expiration of an Option theretofore granted, the Company shall effect a subdivision or consolidation of shares of Stock or the payment of a stock dividend on Stock without receipt of consideration by the CompanyOriginal Base Case for that year, the number of shares Units underlying the Option that will be earned for the calendar year will be the sum of Stock with respect to which such Option may thereafter be exercised (ax) in the event of an increase in the number of outstanding shares Options calculated in accordance with paragraph (c) above and (y) an amount determined by interpolation at the linear rate of Stock 1/56.25 of the Units per one percentage point of Actual Internal EBITA (rounded to the nearest .0001 of a Unit) between 100% and 106.25% of the Original Base Case; and (ii) if Actual Internal EBITA for such calendar year is equal to or greater than 106.25% of the Original Base Case for that year, the Option shall be proportionately increased, and earned for 1/5 of the purchase price per share shall Units (rounded to the nearest .0001 of a Unit) at the end of that year; provided that any Units that are not earned at the end of a particular calendar year may be proportionately reduced, and earned at the end of a subsequent calendar year based on the cumulative Actual Internal EBITA as a percent of the cumulative Original Base Case (b) using the methodology described in the event Original Agreement). • For purposes of a reduction in the number of outstanding shares of Stock shall be proportionately reduced, and the purchase price per share shall be proportionately increased. If the Company recapitalizes and/or reclassifies its capital stock (a “recapitalization”), the number and class of shares of Stock covered by an Option theretofore granted shall be adjusted as provided in the Plan.this Amendment:

Vesting of Option. The Subject to the provisions hereof and the provisions of the Plan, the Option granted hereunder shall will vest and become exercisable as follows: (a) Except as otherwise provided in this Section 4, the option to purchase Option will vest and become exercisable in accordance with the following schedule: (i) on the first anniversary of the Date of Grant, the Option will vest with respect to, and may be exercised for up to, one-quarter (25%) of the shares of Common Stock is vested subject to the Option; (ii) on the second anniversary of the Date of Grant, the Option will vest with respect to, and exercisable as may be exercised for up to, one-quarter (25%) of ___the shares of Common Stock subject to the Option; (iii) on the third anniversary of the Date of Grant, 200___;the Option will vest with respect to, and may be exercised for up to, one-quarter (25%) of the shares of Common Stock subject to the Option; and (iv) on the fourth anniversary of the Date of Grant, the Option will vest with respect to, and may be exercised for up to, one-quarter (25%) of the shares of Common Stock subject to the Option. To the extent not exercised, installments shall be cumulative and may be exercised in whole or in part. (b) Notwithstanding any provision of this Section 4 to the option contrary, in the event of the Participant’s Termination of Service due to purchase the Participant’s death or Total and Permanent Disability before a date provided in subsection (a), then a pro rata portion of the shares of Common Stock is subject to the Option that would have vested on the anniversary of the Date of Grant next following the date of the Participant’s Termination of Service due to his death or Total and Permanent Disability (the “Next Vesting Date”) (prorated based on the number of days of the Participant’s employment during the one-year period immediately preceding the Next Vesting Date) will vest and become exercisable as on the date of ___, 200___;the Participant’s death or Total and Permanent Disability. (c) the option to purchase shares Notwithstanding any provision of Stock is vested and exercisable as of ___, 200___. Subject this Section 4 to the earlier expiration of this Option as herein providedcontrary, this Option may be exercised by written notice to the Company at is principal executive office addressed to the attention of its chief executive officer. This Option must be exercised on or before ___, 201___or it will expire worthless. The shares of Stock that are the subject of the Option are shares of Stock as presently constituted, but if, and whenever, prior to the expiration of an Option theretofore granted, the Company shall effect a subdivision or consolidation of shares of Stock or the payment of a stock dividend on Stock without receipt of consideration by the Company, the number of shares of Stock with respect to which such Option may thereafter be exercised (a) in the event of an increase the Participant’s Termination of Service upon or within 12 months following a Change in Control (i) by the Company without Cause (as that term is defined in the number Employment Agreement, which term is defined in ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇), (▇▇) by the Company upon its nonrenewal of outstanding the Employment Agreement, or (iii) by the Participant for Good Reason (as that term is defined in the Employment Agreement), then all of the shares of Common Stock shall be proportionately increased, subject to the Option which have not yet vested will vest and become exercisable on the purchase price per share shall be proportionately reduced, and (b) in the event date of a reduction in the number such Termination of outstanding shares of Stock shall be proportionately reduced, and the purchase price per share shall be proportionately increased. If the Company recapitalizes and/or reclassifies its capital stock (a “recapitalization”), the number and class of shares of Stock covered by an Option theretofore granted shall be adjusted as provided in the PlanService.

Vesting of Option. The Option granted hereunder shall vest as followsin accordance with Schedule A; provided, however, that: (a) if the option Optionee’s Employment terminates as a result of (i) termination of the Optionee by Employer without Cause, (ii) the Optionee’s Disability or death, or (iii) with respect to purchase shares Shares earned for a calendar year after 2010, the Optionee’s Retirement, then the Option for the year of Stock is termination shall Vest on a Pro Rata Basis, and any unvested portion of the Option that was earned for the 2010 calendar year shall become fully vested and exercisable as of ___, 200___the Date of Termination; (b) with respect to the option portion of the Option that is earned for the 2010 calendar year, if the Optionee’s Employment terminates as a result of the Optionee’s resignation or Retirement, then the Option shall be deemed to purchase shares of Stock is vested and exercisable have stopped vesting as of ___the Date of Termination of such Optionee, 200___and no portion of the Option shall be earned for the calendar year in which the Date of Termination occurs; (c) the option to purchase shares of Stock is vested and exercisable as of ___, 200___. Subject with respect to the earlier expiration of this Option as herein provided, this Option may be exercised by written notice to the Company at is principal executive office addressed to the attention of its chief executive officer. This Option must be exercised on or before ___, 201___or it will expire worthless. The shares of Stock that are the subject portion of the Option are shares that is earned for calendar years after 2010, if the Optionee’s Employment terminates as a result of Stock the Optionee’s resignation, then the Option shall be deemed to have stopped vesting as presently constitutedof the beginning of the year containing the Date of Termination of such Optionee; (d) if the Optionee’s Employment terminates as a result of termination by Employer for Cause, but if, then the Option will be immediately forfeited by the Optionee and whenever, prior to terminate as of the expiration Date of an Option theretofore grantedTermination; and (e) upon a Change of Control during the Performance Period, the Company shall Compensation Committee of the Board and the CEO will determine in mutual consultation the effect a subdivision or consolidation of shares such Change of Stock or Control on the payment of a stock dividend on Stock without receipt of consideration by the CompanyOption, the number of shares of Stock with respect to which such Option may thereafter be exercised (a) in the event of an increase in the number of outstanding shares of Stock shall be proportionately increased, and treated in a manner they jointly consider equitable under the purchase price per share shall be proportionately reduced, and (b) circumstances; provided that in the event of a reduction Change of Control after the 2010 calendar year, any portion of the Option that was earned with respect to the 2010 calendar year and that has not yet vested shall vest in full upon the number Change of outstanding shares of Stock shall be proportionately reduced, and the purchase price per share shall be proportionately increased. If the Company recapitalizes and/or reclassifies its capital stock (a “recapitalization”), the number and class of shares of Stock covered by an Option theretofore granted shall be adjusted as provided in the PlanControl.

Vesting of Option. The Option granted hereunder shall vest as follows: (a) The right to exercise this Option shall vest in installments, and this Option shall be exercisable from time to time in whole or in part as to any vested installment (“Vested Shares”). Commencing on the option first anniversary of the “Vesting Commencement Date” 25% of the Shares shall become Vested Shares and thereafter the remaining Shares shall become Vested Shares in a series of thirty-six (36) successive equal monthly installments for each full month of Continuous Service provided by the Optionee, such that 100% of the Shares shall become Vested Shares on the fourth (4th) anniversary of the “Vesting Commencement Date.” For these purposes, the Vesting Commencement Date shall be the date hereof. No additional Shares shall vest after the date of termination of Optionee’s “Continuous Service” (as defined below), but this Option shall continue to purchase be exercisable in accordance with Section 3 below with respect to that number of shares of Stock is that have vested and exercisable as of ___the date of termination of Optionee’s Continuous Service. For purposes of this Agreement, 200___;the term “Continuous Service” means such period of time during which Optionee first establishes, and thereafter continuously maintains, his status as an Awardee Eligible to Vest, as set forth in Section 2(g) of the Plan. (b) Notwithstanding the option foregoing subsection (a) of this Section 2, if the Optionee’s Continuous Service ceases as a result of the Optionee’s death, permanent and total disability or retirement due to purchase shares of Stock is vested and exercisable as of ___age, 200___; (c) in accordance with the option to purchase shares of Stock is vested and exercisable as of ___Company’s or its Subsidiary’s or Affiliate’s retirement policy, 200___. Subject to the earlier expiration any portion of this Option that does not constitute Vested Shares, shall immediately vest and become Vested Shares effective upon the date of Optionee’s death, disability or retirement, as herein provided, this Option the case may be exercised by written notice to the Company at is principal executive office addressed to the attention of its chief executive officer. This Option must be exercised on or before ___, 201___or it will expire worthless. The shares of Stock that are the subject of the Option are shares of Stock as presently constituted, but if, and whenever, prior to the expiration of an Option theretofore granted, the Company shall effect a subdivision or consolidation of shares of Stock or the payment of a stock dividend on Stock without receipt of consideration by the Company, the number of shares of Stock with respect to which such Option may thereafter be exercised (a) in the event of an increase in the number of outstanding shares of Stock shall be proportionately increased, and the purchase price per share shall be proportionately reduced, and (b) in the event of a reduction in the number of outstanding shares of Stock shall be proportionately reduced, and the purchase price per share shall be proportionately increased. If the Company recapitalizes and/or reclassifies its capital stock (a “recapitalization”), the number and class of shares of Stock covered by an Option theretofore granted shall be adjusted as provided in the Planbe.

Vesting of Option. The Option granted hereunder shall vest in accordance with Schedule A; provided, however, that: (a) if the Optionee’s Employment terminates as a result of (i) termination of the Optionee by Employer without Cause or (ii) the Optionee’s Disability or death, then (A) the Option shall Vest on a Pro Rata Basis, (B) any unvested portion of the Option that was earned for the 2009 or 2010 calendar year based on Schedule A shall become fully vested as of the Date of Termination, and (C) if a Change of Control has occurred, any amount that is scheduled to vest on the one-year anniversary of the Change of Control pursuant to Section 2(l)(i) above shall become fully vested as of the Date of Termination; (b) if the Optionee’s Employment terminates as a result of resignation or retirement by the Optionee, then the Option shall be deemed to have stopped vesting as of the Date of Termination of such Optionee (or as of the beginning of the year containing the Date of Termination, in the event of such termination of employment after 2010); no portion of the Option shall be earned for the calendar year in which the Date of Termination occurs; (c) if the Optionee’s Employment terminates as a result of termination by Employer for Cause, then the Option will be immediately forfeited by the Optionee and terminate as of the Date of Termination; and (d) upon a Change of Control through December 31, 2013, the Option shall Vest on a Return-on-Equity Basis; provided that, upon such a Change of Control following which Stock continues to be held by any of the Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 3(e) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause the Option to Vest on a Return-on-Equity Basis treating the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Option to Vest on a Return-on-Equity Basis in connection with any disposition by the Investors of a material portion of their remaining Stock through December 31, 2013; and (e) notwithstanding the foregoing, in the event of a Change of Control after the 2009 or 2010 calendar year, any portion of the Option that was earned with respect to the 2009 or 2010 calendar year based on Schedule A and that has not yet vested shall vest in full upon the Change of Control.” 33. Schedule A to the Agreement is hereby amended by adding the following new paragraphs to the end: “2009 and 2010 Performance Goals: 1. Notwithstanding the foregoing, the foregoing Base Case performance goals shall be amended with respect to the 2009 or 2010 calendar years. As amended, with respect to each of the 2009 and 2010 calendar years, the Option shall be earned to the extent that the Amended Base Case (defined below) for each such calendar year is achieved during such period as follows and the portion of the Option that is earned for such calendar year shall vest in accordance with the vesting schedule set forth in paragraph 2 below: (a) If Actual Internal EBITA for such calendar year is less than or equal to 95% of the Amended Base Case for that year, the Option will not be earned for any Units at the end of that year; (b) If Actual Internal EBITA for such calendar year is between 95% and 100% of the Amended Base Case for that year, the number of Units underlying the Option that will be earned for the calendar year will be determined by interpolation at the linear rate of 1/93.98 of the Units per one percentage point of Actual Internal EBITA (rounded to the nearest .0001 of a Unit); (c) If Actual Internal EBITA for such calendar year is above 100% but not greater than 106.25% of the Amended Base Case for that year, the number of Units underlying the Option that will be earned for the calendar year will be the sum of (i) the number of Options calculated in accordance with paragraph (b) above and (ii) the number of Options determined by interpolation at the linear rate of 1/299.41 of the Units per one percentage point of Actual Internal EBITA in excess of 100% (rounded to the nearest .0001 of a Unit); (d) If Actual Internal EBITA for such calendar year is greater than 106.25% of the Amended Base Case for that year, the Option shall not be earned for any further Units than provided above until Actual Internal EBITA for such calendar year is equal to or greater than 100% of the Original Base Case (as defined below) for that year as such target appears in the Original Agreement (as defined below), at which point the Option shall be earned as follows: (ai) the option to purchase shares of Stock if Actual Internal EBITA for such calendar year is vested between 100% and exercisable as of ___, 200___; (b) the option to purchase shares of Stock is vested and exercisable as of ___, 200___; (c) the option to purchase shares of Stock is vested and exercisable as of ___, 200___. Subject to the earlier expiration of this Option as herein provided, this Option may be exercised by written notice to the Company at is principal executive office addressed to the attention of its chief executive officer. This Option must be exercised on or before ___, 201___or it will expire worthless. The shares of Stock that are the subject 106.25% of the Option are shares of Stock as presently constituted, but if, and whenever, prior to the expiration of an Option theretofore granted, the Company shall effect a subdivision or consolidation of shares of Stock or the payment of a stock dividend on Stock without receipt of consideration by the CompanyOriginal Base Case for that year, the number of shares Units underlying the Option that will be earned for the calendar year will be the sum of Stock with respect to which such Option may thereafter be exercised (ax) in the event of an increase in the number of outstanding shares Options calculated in accordance with paragraph (c) above and (y) an amount determined by interpolation at the linear rate of Stock 1/67.5 of the Units per one percentage point of Actual Internal EBITA (rounded to the nearest .0001 of a Unit) between 100% and 106.25% of the Original Base Case; and (ii) if Actual Internal EBITA for such calendar year is equal to or greater than 106.25% of the Original Base Case for that year, the Option shall be proportionately increased, and earned for 1/6 of the purchase price per share shall Units (rounded to the nearest .0001 of a Unit) at the end of that year; provided that any Units that are not earned at the end of a particular calendar year may be proportionately reduced, and earned at the end of a subsequent calendar year based on the cumulative Actual Internal EBITA as a percent of the cumulative Original Base Case (b) using the methodology described in the event Original Agreement). • For purposes of a reduction in the number of outstanding shares of Stock shall be proportionately reduced, and the purchase price per share shall be proportionately increased. If the Company recapitalizes and/or reclassifies its capital stock (a “recapitalization”), the number and class of shares of Stock covered by an Option theretofore granted shall be adjusted as provided in the Plan.this Amendment:

Vesting of Option. The Option granted hereunder shall vest as follows: (a) The Option shall become vested on the option to purchase shares of Stock is vested and exercisable as of ___, 200___;following Vesting Date: Vesting Date Vested Date (b) The Grantee may exercise the option Option before or after it becomes vested, provided that if the Grantee exercises any portion of the Option before it has become vested, the Shares received upon the exercise of the nonvested Option (“Nonvested Shares”) shall be subject to purchase shares the restrictions described in Subsection (c) below until the date on which the applicable portion of Stock the Option would have vested. The period before the applicable portion of the Option would have vested is vested and exercisable referred to as of ___, 200___;the “Restriction Period.” (c) During the option Restriction Period, the Grantee may not sell, assign, encumber or otherwise transfer the Nonvested Shares, notwithstanding anything in the Plan to purchase shares the contrary. If the Grantee ceases to be employed by, or provide service to, the Company for any reason during the Restriction Period, the Grantee shall immediately return the Nonvested Shares to the Company and the Company shall pay to the Grantee, as consideration for the return of Stock is vested and exercisable as of the Nonvested Shares, $___, 200____ per share for each returned Share. Subject If the Grantee continues to the earlier expiration of this Option as herein providedbe employed by, this Option may be exercised by written notice to the Company at is principal executive office addressed to the attention of its chief executive officer. This Option must be exercised on or before ___, 201___or it will expire worthless. The shares of Stock that are the subject of the Option are shares of Stock as presently constituted, but if, and whenever, prior to the expiration of an Option theretofore grantedperform service to, the Company shall effect a subdivision or consolidation of shares of Stock or through the payment of a stock dividend on Stock without receipt of consideration by the Company, the number of shares of Stock with respect to which such Option may thereafter be exercised vesting dates described in Subsection (a) in above, the event of an increase in restrictions on the number of outstanding shares of Stock Nonvested Shares shall lapse according to the vesting schedule. (d) If the Grantee exercises the Option and receives Nonvested Shares, the Grantee shall have the right to vote any Nonvested Shares and to receive dividends and distributions on Nonvested Shares during the Restriction Period, provided that all dividends and distributions payable on Nonvested Shares during the Restriction Period shall be proportionately increased, and held by the purchase price per share Company subject to the same restrictions as the underlying Nonvested Shares. (e) Any stock certificates representing Nonvested Shares shall be proportionately reducedheld in escrow by the Company or by an escrow agent designated by the Company until the Nonvested Shares vest. When the Grantee obtains a vested right to the Nonvested Shares, and (b) in a certificate representing the event of a reduction in the number of outstanding shares of Stock vested Shares shall be proportionately reduced, and issued to the purchase price per share Grantee. The certificate representing the vested Shares shall be proportionately increased. If the Company recapitalizes and/or reclassifies its capital stock duly endorsed (a “recapitalization”), the number and class of shares of Stock covered or accompanied by an Option theretofore granted shall be adjusted executed stock power) so as provided to transfer to the Grantee all right, title and interest in and to the PlanShares represented by such certificate.

Vesting of Option. The right to exercise this Option granted hereunder shall vest in installments, and this Option shall be exercisable from time to time in whole or in part as to any vested installment, as follows: [TIME-BASED TEMPLATE] The right to exercise this Option shall vest in installments, and this Option shall be exercisable from time to time in whole or in part as to any vested installment (“Vested Shares”). percent ( %) of the Shares shall become Vested Shares on the first anniversary of the “Vesting Commencement Date,” and the remainder shall vest in equal monthly installments during the subsequent (__) months, such that one hundred percent (100%) of the Shares shall be Vested Shares on the (__) anniversary of the “Vesting Commencement Date.” For these purposes, the Vesting Commencement Date shall be the Optionee’s date of hire with the Company [OPTIONAL: : SPECIFY OTHER VESTING COMMENCEMENT DATE ]. No additional Shares shall vest after the date of termination of Optionee’s Continuous Service (a) the option as defined below), but this Option shall continue to purchase shares be exercisable in accordance with Section 4 hereof. with respect to that number of Stock is Shares that have vested and exercisable as of the date of termination of Optionee’s Continuous Service. [PERFORMANCE-BASED TEMPLATE] [Performance Goal] ___, 200___; (b) the option to purchase shares of Stock is vested and exercisable as of ___, 200__ (___; (c) the option to purchase shares of Stock is vested and exercisable as of ___, 200___. Subject to _) Shares [Performance Goal] ___________ (__________) Shares [Performance Goal] ___________ (__________) Shares No additional Shares shall vest after the earlier expiration date of termination of Optionee’s “Continuous Service” (as defined below) regardless of whether or not the relevant Performance Goal is subsequently achieved, but this Option shall continue to be exercisable in accordance with Section 4 hereof with respect to that number of shares that have vested as herein providedof the date of termination of Optionee’s Continuous Service. As used herein, this Option may be exercised the term “Continuous Service” means (i) employment by written notice either the Company or any parent or subsidiary corporation of the Company, or by a corporation or a parent or subsidiary of a corporation issuing or assuming a stock option in a transaction to which Section 424(a) of the Code applies, which is uninterrupted except for vacations, illness (except for permanent disability, as defined in Section 22(e)(3) of the Code), or leaves of absence which are approved in writing by the Company or any of such other employer corporations, if applicable, (ii) service as a member of the Board of Directors of the Company until Optionee resigns, is removed from office, or Optionee’s term of office expires and he or she is not reelected, or (iii) so long as Optionee is engaged as a Service Provider to the Company at is principal executive office addressed or other corporation referred to the attention of its chief executive officer. This Option must be exercised on or before ___, 201___or it will expire worthless. The shares of Stock that are the subject of the Option are shares of Stock as presently constituted, but if, and whenever, prior to the expiration of an Option theretofore granted, the Company shall effect a subdivision or consolidation of shares of Stock or the payment of a stock dividend on Stock without receipt of consideration by the Company, the number of shares of Stock with respect to which such Option may thereafter be exercised in clause (ai) in the event of an increase in the number of outstanding shares of Stock shall be proportionately increased, and the purchase price per share shall be proportionately reduced, and (b) in the event of a reduction in the number of outstanding shares of Stock shall be proportionately reduced, and the purchase price per share shall be proportionately increased. If the Company recapitalizes and/or reclassifies its capital stock (a “recapitalization”), the number and class of shares of Stock covered by an Option theretofore granted shall be adjusted as provided in the Planabove.