Payment Options. The exercise price shall be paid by one or any combination of the following forms of payment that are applicable to this option, as indicated on the cover page hereof:

Incentive Options. Any Option designated by the Committee as an Incentive Option will be subject to the general provisions applicable to all Options granted under the Plan plus the following specific provisions:

Vesting Period: Ratably over four (4) years, with twenty-five percent (25%) becoming exercisable on each of the first, second, third and fourth anniversary of the grant date, except as provided in the Plan.

Stock Options. The Committee (or, with respect to Directors, the Board) may grant Options in accordance with the Plan, the terms and conditions of which shall be set forth in an Agreement. Each Option and Option Agreement shall be subject to the following conditions:

Stock Options. Any outstanding stock options held by an employee as of the date of his or her Qualifying Retirement shall be exercisable only to the extent such stock options are exercisable as of such date or become exercisable pursuant to the terms of the underlying option award agreements and shall remain exercisable until the option expiration date.

Stock Options. On the Effective Date, the Company shall grant to the Employee five year options in the Company’s customary form (the “Options”) subject to the Company’s 2014 Incentive Stock Plan (the “Plan”), exercisable (when vested) to purchase for cash or by cashless exercise up to 200,000 shares of Company Common Stock at a price equal to the closing price of such shares on the date of this Agreement, vesting, provided the Employee is still employed by the Company, as follows: # 50,000 shares on the Effective Date, # 50,000 shares on December 31, 2015, and # 50,000 shares on December 31, 2016, and # 50,000 shares on December 31, 2017; provided that 75,000 of the Options (consisting of 50,000 Options vesting on December 31, 2017 and 25,000 Options vesting on December 31, 2016) are granted subject to stockholder approval of the Company’s proposed increase in the Plan, submitted for approval at the March 10, 2015 Annual Meeting of Stockholders of the Company.

Terms of Options. Options granted under the Plan shall be evidenced by Award Agreements in such form as the Committee shall, from time to time approve, which Agreement shall comply with and be subject to the following terms and conditions:

Transferability of Options. No Option may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution, provided, however, the Committee may, in its discretion, authorize all or a portion of a Nonqualified Stock Option to be granted to an optionee to be on terms which permit transfer by such optionee to a Permitted Transferee, provided that # there may be no consideration for any such transfer (other than the receipt of or interest in a family partnership or limited liability company), # the stock option agreement pursuant to which such options are granted must be approved by the Committee, and must expressly provide for transferability in a manner consistent with this [Section 6.4(f), and (iii)])] subsequent transfers of transferred options shall be prohibited except those in accordance with [Section 6.4(i)]. Following transfer, any such options shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. The events of termination of service of [Sections 6.4(g), (h) and (i)])])] hereof, and the tax withholding obligations of [Section 15.3] shall continue to be applied with respect to the original optionee, following which the options shall be exercisable by the Permitted Transferee only to the extent, and for the periods specified in Sections 6(g), (h), and (i))])]. The Company shall not be obligated to notify Permitted Transferee(s) of the expiration or termination of any option. Further, all Options shall be exercisable during the Participant’s lifetime only by such Participant and, in the case of a Nonqualified Stock Option, by a Permitted Transferee. The designation of a person entitled to exercise an Option after a person’s death will not be deemed a transfer.

Termination of Options. Any Option that is not exercised within whichever of the exercise periods specified in Article 11 is applicable shall terminate upon expiration of such exercise period.

Options and SAR’s. Each Option and SAR held by the Participant shall, to the extent rights to purchase shares under such Option and/or SAR have vested at the date of such Termination of Service shall not have been fully exercised, be exercisable, in whole or in part, at any time and within a period of three (3) months following Termination of Service, subject to prior expiration of the term of such Option and/or SAR.