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:

Waive any stock repurchase rights, accelerate, amend or (except as specifically provided for herein) change the period of exercisability of options or restricted stock, or reprice options granted under any Plan or authorize cash payments in exchange for any options granted under any Plan;

Exercisability; Rights of a Stockholder. Stock Options shall become exercisable at such time or times, whether or not in installments, as shall be determined by the Administrator at or after the grant date. The Administrator may at any time accelerate the exercisability of all or any portion of any Stock Option. An optionee shall have the rights of a stockholder only as to shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options.

Price and Term of Options. The purchase price per share of Shares deliverable upon the exercise of each Option shall be 100% of the Fair Market Value per share of the Shares on the effective date of the grant as determined in Section 7(b).

Each option shall be exercisable at such time or times, during such period and for such number of shares as shall be determined by the Plan Administrator and set forth in the documents evidencing the option. However, no option shall have a term in excess of ten (10) years measured from the option grant date.

Term and Lapse of Options. A Participant may exercise an Option to purchase Shares only on or before the date on which the term of the Option expires. Each Option Agreement shall set forth the term of the Option and the events described in the immediately following sentence which will cause the Option to lapse or otherwise end, in whole or in part, as of an earlier date. An Option shall lapse on the first to occur of the following events:

accelerate in whole or in part the time of the vesting and exercisability of any one or more of the outstanding SARs and Options so as to provide that those SARs and Options shall be exercisable before, upon, or after the consummation of the Change in Control or Restructure;

The Stock Options will expire on the fifth anniversary of the Grant Date (the “Expiration Date”). Your vested Stock Options will become exercisable to the extent provided in, and in accordance with, the terms of this Certificate. Except as provided in [Section 4], below, You may exercise Your Stock Options at any time following the Exercisability Date and prior to the Expiration Date.

Options. The Committee is authorized to grant Options to Eligible Persons on the following terms and conditions:

Options. Any stock options that may be granted to the Executive before or during his employment pursuant to this Agreement shall be governed by the terms and provisions comparable to those options granted under the Company’s Stock Option Plan (as such may be amended or discontinued hereafter by Titan, in its discretion). Notwithstanding the foregoing, if # the Employment Term or any Extended Employment Term ends because the Company makes a nonrenewal election thereof under Section 2 hereof; # there is a Termination Without Cause or the Executive resigns as an employee, in either case where it is Termination Without Cause; # the Executive’s employment hereunder terminates because of his death or Disability; or # there is a Change in Control of the Company, then in any such event such options shall become fully exercisable and shall remain exercisable for the remainder of their term.