Subject to the terms and conditions set forth in this Agreement, the Option granted hereby shall become vested and exercisable as set forth in the Stock Option Grant Notice and is subject to the other terms and conditions of this Agreement.

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.

Exercisability. Stock Options shall be exercisable to the extent vested; provided that the exercise of a Stock Option shall be subject to such additional terms and conditions, performance requirements, restrictions, forfeiture provisions, contingencies and limitations, if any, as shall be determined by the Administrator and listed in the applicable option agreement.

Exercisability. Stock Appreciation Rights shall be exercisable to the extent vested; provided that the exercise of a Stock Appreciation Right shall be subject to such additional terms and conditions, performance requirements, restrictions, forfeiture provisions, contingencies and limitations, if any, as shall be determined by the Administrator and listed in the applicable award agreement.

Exercisability. Outside Director Stock Options shall be exercisable to the extent vested.

Exercisability. Subject to [Section 8(d)], Options shall become exercisable in four equal annual installments commencing on the first anniversary date of the grant.

Exercisability. Options granted under the Plan shall be exercisable at such time and upon such terms and conditions as may be determined by the Committee, but in no event shall an Option be exercisable more than ten years after the date it is granted, except as may be provided pursuant to [Section 15].

Exercisability. Each Option shall be exercisable at such time or times and subject to such terms and conditions, including the attainment of performance goals, as shall be determined by the Administrator in the applicable Award Agreement. The Administrator may also provide that any Option shall be exercisable only in installments, and the Administrator may waive such installment exercise provisions at any time, in whole or in part, based on such factors as the Administrator may determine in its sole discretion.

Stock Appreciation Rights that are Free Standing Rights shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Administrator in the applicable Award Agreement.

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.