Exercisability of Option. The Option shall become exercisable on the following dates (each, a “Vesting Date”): 75,000 Shares on the one (1) year anniversary of the Date of Grant (the “Vesting Commencement Date”) and 75,000 Shares on each anniversary of the Date of Grant thereafter until fully vested, provided the Employee is employed by the Company on the respective Vesting Date. Upon termination of Employee’s employment without Cause or by the Employee for Good Reason (as defined in the employment agreement between the Company and the Grantee) within three (3) months before or twelve (12) months after a Change of Control (as defined below), all Shares shall immediately vest in full on the date of such termination.

Exercisability of Option. The Option shall become exercisable on the following dates (each, a “Vesting Date”): 50,000 Shares on the one (1) year anniversary of the Date of Grant (the “Vesting Commencement Date”) and 50,000 Shares on each anniversary of the Date of Grant thereafter until fully vested, provided the Employee is employed by the Company on the respective Vesting Date.

Term of Exercise. One-third (1/3) of the total Option Shares shall become exercisable on each of the first three anniversaries of the Grant Date contingent upon continued employment of the Participant with the Company on each such anniversary and shall continue to be exercisable within the period ending on the tenth anniversary of the Grant Date, except as otherwise provided under the terms of the Plan. Notwithstanding the foregoing, in the event of a Participant’s Retirement after the first anniversary of the Grant Date and prior to the third anniversary of the Grant Date, not less than a pro rata portion of the Option Shares shall be exercisable based on the number of days during the three-year period from the Grant Date the Participant was employed by the Company. Upon a Participant’s Retirement, the Committee reserves the right to cause all Option Shares to become exercisable. Notwithstanding anything in this Award to the contrary, if, within the two-year period immediately following a Change in Control, the Participant’s employment is terminated by the Company for any reason other than for Cause or terminated by the Participant for Good Reason, one hundred percent (100%) of the Option Shares shall become fully exercisable.