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”): 75,50,000 Shares on the one (1) year anniversary of the Date of Grant (the “Vesting Commencement Date”) and 75,50,000 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. 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.

Term of Option. TheExercise. One-third (1/3) of the total Option Shares shall become exercisable on each of the following dates (each, a “Vesting Date”): 75,000 Sharesfirst 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 one (1) yeartenth anniversary of the DateGrant Date, except as otherwise provided under the terms of Grant (the “Vesting Commencement Date”) and 75,000 Shares on eachthe 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 thereafter until fully vested, providedDate, not less than a pro rata portion of the Employee isOption 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 onCompany. Upon a Participant’s Retirement, the respective Vesting Date. Upon termination of Employee’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 withoutis terminated by the Company for any reason other than for Cause or terminated by the EmployeeParticipant for Good Reason (as defined inReason, one hundred percent (100%) of 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), allOption Shares shall immediately vest in full on the date of such termination.become fully exercisable.