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 and Vesting. This Option shall become exercisable and vest ☐ twenty percent (20%) on the first anniversary of the Initial Vest Date and thereafter in a series of four (4) successive equal annual installments at the end of each of the next four (4) years (minimum for employees; vesting period may be longer officers, directors and Consultants), ☐ twenty-five percent (25%) on the first anniversary of the Initial Vest Date, and thereafter in a series of thirty-six (36) successive equal monthly installments, or ☐ in a series of forty-eight (48) successive equal monthly installments starting on the Initial Vest Date (or 2.0834% per month). Vesting at the end of each annual or monthly period shall occur only if Optionee is an employee, outside director or consultant, respectively, of the Corporation at the time that such vesting is to occur.

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 and Term. Stock options and any SARs granted will vest three (3) years from the January 1 of the year in which the options are granted and may be exercised up to ten (10) years after the date of grant subject to the terms of vesting and exercise set forth in the Stock Option Agreement. Each Stock Option Agreement shall specify the date when all or any installment of the Option is to become exercisable. The Stock Option Agreement shall also specify the term of the Option; provided that the term of an ISO shall in no event exceed 10 years from the date of grant. A Stock Option Agreement may provide for accelerated exercisabilitythe accelerated exercise of the Option in the event of the Optionee’s death, disability or retirement and may provide for expiration of the Option prior to the end of its term in the event of the termination of the Optionee’s service. NSOs may also be awarded in combination with Restricted Shares or Stock Units, and such an Award may provide that the NSOs will not be exercisable unless the related Restricted Shares or Stock Units are forfeited.

Exercisability of SARs. SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes upon such SARs, subject to the limitations set forth in Section 9.2 herein.

Exercisability and Expiration. Each Option shall be exercisable in whole or in part on the terms provided in the Agreement. No Option shall be exercisable at any time after its scheduled expiration, which shall be set in a manner consistent with [Section 5(b)]. When an Option is no longer exercisable, it shall be deemed to have terminated.

3.2Duration of Exercisability. Any installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it becomes unexercisable under Section 3.3 hereof.

Vesting Schedule. Subject to the special vesting rules set forth in Sections 7, 14 and 15, the Stock Units shall vest in accordance with the Vesting Schedule specified in the Award Agreement to the extent that the Employee is continuously employed by the Company or its Subsidiaries until the Vesting Dates specified in the Vesting Schedule and has not terminated employment on or before such dates. An Employee will not be treated as remaining in continuous employment if the Employee’s employer ceases to be a Subsidiary of the Company.

[Schedule 5.21] contains a complete and accurate list of all employee benefit plans, funds, policies, programs, contracts, arrangements or practices of any kind (including any “employee benefit plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and any employment, consulting or personal services contracts # sponsored, maintained or contributed to by the Company or to which the Company is a party, # covering or benefiting any current or former officer, employee, agent, director or independent contractor of the Company (or any dependent or beneficiary of any such individual), or # with respect to which the Company has (or could have) any obligation or liability (each, an “Employee Benefit Plan”). There has been no amendment, interpretation or other announcement (written or oral) by the Company, any corporation, partnership, limited liability company, sole proprietorship, trade, business or other entity or organization that, together with the Company, is or was treated as a single employer under [Section 414(b), (c), (m) or (o)])])])] of the Code (each, an “ERISA Affiliate”) or any other person relating to, or change in participation or coverage under, any Employee Benefit Plan that, either alone or together with other such items or events, could materially increase the expense of maintaining such Employee Benefit Plan (or the Employee Benefit Plans taken as a whole) above the level of expense incurred with respect thereto for the most recent fiscal year included in the Financial Statements. Neither the Company nor any ERISA Affiliate has any agreement, arrangement, commitment or obligation to create, enter into or contribute to any additional Employee Benefit Plan, or to modify or amend any existing Employee Benefit Plan. The terms of each Employee Benefit Plan permit the Company to amend or terminate such Employee Benefit Plan at any time and for any reason without penalty and without material liability or expense. None of the rights of the Company under any Employee Benefit Plan will be impaired in any way by this Agreement or the consummation of the transactions contemplated by this Agreement.

[Schedule 1.1(a)] of the Existing Credit Agreement is hereby amended to add the following clause at the beginning of the parenthetical in [section (a)(ii)]: