Acknowledgement of Waiver of Claims under ADEA. Employee acknowledges that he is waiving and releasing any rights he may have under the ADEA or the Older Worker Benefit Protection Act and that this waiver and release is knowing and voluntary. Employee acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Employee was already entitled. Employee further acknowledges that # he has been advised that he should consult with an attorney prior to executing this Release, # he has been given twenty-one (21) days within which to consider this Release before executing it, and # he has been given at least seven (7) days following the execution of this Release to revoke this Release (the “Revocation Period”).

Waiver of ADEA Claims. Executive agrees that by signing this Agreement, Executive waives any claims he may have under the Age Discrimination in Employment Act of 1967 (the

ADEA Claims. The Employee acknowledges that he is releasing rights and claims under the Age Discrimination in Employment Act of 1967, as amended ("ADEA").

By accepting this Stock Option, the Employee acknowledges, understands and agrees that:

By accepting this Stock Option, the Employee acknowledges and agrees that: # the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time; # the grant of Stock Options is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Options, or benefits in lieu of Stock Options, even if Stock Options have been granted repeatedly in the past; # all decisions with respect to future grants, if any, will be at the sole discretion of the Company; # the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted by law; # the Employee is participating voluntarily in the Plan; # Stock Options and their resulting benefits are not intended to replace any pension rights or compensation; # Stock Options and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments insofar as permitted by law and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Subsidiary or Affiliate; # this grant of Stock Options will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this Stock Option will not be interpreted to form an employment contract with the Employer or any Subsidiary or Affiliate; # the future value of the underlying Shares is unknown and cannot be predicted with certainty; # no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Options resulting from termination of Employee’s employment by the Company or the Employer (for any reason whatsoever and whether or not in breach of local labor laws), and in consideration of the grant of the Stock Options to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims; # notwithstanding any terms or conditions of the Plan to the contrary, in the event of termination of the Employee’s employment (whether or not in breach of local labor laws), the Employee’s right to receive benefits under this Grant Agreement after termination of employment, if any, will be measured by the date of termination of Employee’s active employment and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when the Employee is no longer actively employed for purposes of the Stock Options; and # if the Company determines that the Employee has engaged in misconduct prohibited by applicable law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under applicable law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate and to the extent permitted under applicable law, # recover from the Employee the proceeds from Stock Options exercised up to three years prior to the Employee’s termination of employment or any time thereafter, # cancel the Employee’s outstanding Stock Options whether or not vested, and # take any other action required or permitted by applicable law.

for all legal fees and expenses incurred in defending such claim and obtaining its dismissal. Notwithstanding the foregoing, should you bring an action to challenge the validity of the release and waiver of ADEA claims based on the insufficiency of the disclosures included in [Section 5], the Company acknowledges that it will not be entitled to recover costs and expenses (including attorneys’ fees) incurred in defense of the validity of the release and waiver of ADEA claims.

Employee acknowledges and agrees that the waiver of his rights or claims arising under the ADEA is in exchange for the consideration provided in the Letter Agreement which, Employee agrees, is beyond that to which Employee is otherwise entitled; and

Without limiting the scope of this Agreement in any way, you also certify that this Agreement constitutes a knowing and voluntary waiver of any and all rights or claims that exist or that you have or may claim to have under the Federal Age Discrimination in Employment Act (“ADEA”), as amended by the Older Workers Benefit Protection Act of 1990 (“OWBPA”), which is set forth at 29 U.S.C. § § 621, et seq. This Agreement does not govern any rights or claims that may arise under the ADEA after the date this Agreement is signed by you.

“ADEA”). Executive agrees this waiver is knowing and voluntary. Executive and the Company agree this waiver does not apply to ADEA claims or rights that might arise after Executive signs this Agreement. Executive also agrees Executive has no right to the Severance Pay or the other amounts or benefits described in Section 2 unless Executive signs this Agreement. Executive also agrees that this Agreement advises Executive in writing that:

Employee specifically acknowledges that Employee’s acceptance of the terms of this Release is, among other things, a specific waiver of Employee’s rights, claims and causes of action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind.