Exercisability. This Stock Option shall be exercisable as to Option Shares on , 20 , as to Option Shares on , 20 , as to Option Shares on , 20 , as to Option Shares on , 20 , and as to Option Shares on , 20 . This Stock Option shall remain exercisable as to all of such Option Shares until , 20 (but not later than ten (10) years from the date hereof), at which time it shall expire in its entirety, unless this Stock Option has expired or terminated earlier in accordance with the provisions hereof. Option shares as to which this Stock Option becomes exercisable may be purchased at any time prior to expiration of this Stock Option.

Exercisability. Stock Options shall be exercisable only to the extent the Participant is vested therein. Subject to Section 2.2(c), each Initial Grant of Stock Options under the Plan shall vest and become exercisable on the first anniversary of the Date of Grant. Subject to Section 2.2(c), each Annual Grant shall vest and become exercisable as follows: # for Annual Grants awarded before May 21, 2003, on the first anniversary of the Date of Grant; and # for Annual Grants awarded after May 21, 2003, in three equal annual installments, on the first, second and third anniversaries of the Date of Grant.

Exercisability. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator, consistent with the term of the Plan and reflected in the Option Agreement, including vesting requirements and/or performance criteria with respect to the Company and/or the Optionee.

Options granted under the Plan shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall determine, which need not be the same for all Participants.

Exercisability. Vested Options may be exercised at the earlier of # the Company begins to be treated as a partnership for Federal income tax purposes (other than such treatment arising soley by exercise of this option), and # the occurance of a Change of Control.

Exercisability. The aggregate Fair Market Value (determined on the Grant Date(s)) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company and its Subsidiaries) shall not exceed $100,000.

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 1 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated so long as Optionee remains in a Service Relationship on such dates:

Early Exercisability. The Administrator may provide in the terms of a Holder’s Option Agreement that the Holder may, at any time before the Holder’s status as a Service Provider terminates, exercise the Option in whole or in part prior to the full vesting of the Option; provided, however, that subject to Section 19 hereof, Shares acquired upon exercise of an Option which has not fully vested may be subject to any forfeiture, transfer or other restrictions as the Administrator may determine in its sole discretion.

Commencement of Benefits. Subject to [Sections 4.02] [(a) through (f)], supplemental retirement benefits shall be paid or commence to be paid to an eligible Participant as of the first day of the month following Termination of Employment and if applicable terminating with the month in which the death of such Participant occurs; provided, however, that supplemental retirement benefits shall be paid or commence to be paid to a Specified Employee on the first day of the seventh month following the Participant’s Termination of Employment with the present value of a Lump Sum Payment referred to in [Section 4.02(a)] determined based on the Participant’s age on the first day of the seventh month following the Participant’s Termination of Employment and the actuarial assumptions in effect on the first day of the month following the Participant's Termination of Employment and in the case of payments made in the form of an annuity shall include any payments that would have been made between the Participant’s Termination of Employment and the actual commencement of payment if the Participant had not been a Specified Employee. Notwithstanding the foregoing, to the extent required by [Section 4.02(b)], payment of a Participant's supplemental retirement benefit shall commence or be made on the date that is five years from the date payment would otherwise commence or be made under this Section 4.01.

Notwithstanding any other provision of the Agreement to the contrary, in the case of Specified Employees (as defined under Section 409A of the Code) receiving benefits as a result of Retirement, the payment shall not be made before the date that is six (6) months after the date of separation from service (or, if earlier, the date of death of the Specified Employee). The manner of commencement and date of commencement shall be determined by the Board of Directors consistent with any rules promulgated under Section 409A and valid regulations issued thereunder. For example, the arrangement could provide to the extent consistent with those rules, that payments to which a Specified Employee would otherwise be entitled to receive during the first six (6) months following the date of separation from service would be accumulated and paid at another specified date such as the first date of the seventh month following the date of separation from service.