

Each Stock Unit constitutes a right to receive from the Company one share (each a “Unit Share” and collectively the “Unit Shares”) of the Company’s Common Stock, $.01 par value per share (the “Common Stock”), subject to adjustment as provided in the Plan. Grant of Stock Units Pursuant to the Plan and on the terms and subject to the conditions set forth herein and therein, the Company hereby grants to the Participant 3,000 stock units (the “Stock Units”). Payment instruments will be received subject to collection.

Payment of the purchase price may be made by one or more of the methods described below.


Such notice shall specify the number of Option Shares to be purchased. Executive may exercise such options in accordance with the terms and conditions of the stock option plan and the agreement pursuant to which such options were granted.Įxercise of Stock Options If stock options granted in connection with a Stock Incentive Plan are exercised:Įxercise of Stock Option (a) The Optionee may exercise this Stock Option only in the following manner: Prior to the Expiration Date (subject to Section 2(c) and Section 6), the Optionee may deliver a Stock Option exercise notice (an “Exercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the Option Shares with respect to which this Stock Option is exercisable at the time of such notice. Vesting of Stock Options All unvested stock options held by Executive, if any, shall vest immediately upon a Change in Control Termination as defined in paragraph 6.1.2.1. In connection with the issuance of Parent Exchange Options, Parent shall (i) reserve for issuance the number of shares of Common Stock that will become subject to Parent Exchange Options pursuant to this Section 2.3, and (ii) from and after the Effective Date, upon exercise of Parent Exchange Options, make available for issuance all shares of Common Stock covered thereby, subject to the terms and conditions applicable thereto. Treatment of Stock Options (a) Prior to the Effective Date, Company and Parent shall take all such actions as may be necessary to cause each unexpired and unexercised option or right to purchase shares of Company Common Shares under stock option plans and stock purchase plans of Company in effect on the date hereof which has been granted by Company to current or former directors, officers or Employees of Company or its subsidiaries (each, a "Company Option") to be automatically converted on the Effective Date into an option (each, a "Parent Exchange Option") to purchase that number of shares of Common Stock equal to the number of shares of Company Common Shares issuable immediately prior to the Effective Date upon exercise of the Company Option (without regard to actual restrictions on exercisability) multiplied by the Exchange Ratio, with an exercise price equal to the exercise price which existed under the corresponding Company Option divided by the Exchange Ratio, and with other terms and conditions that are the same as the terms and conditions of such Company Option immediately before the Effective Date (including, without limitation, the acceleration of the exercisability of each such option upon the consummation of the Merger and the length of the period of continuing exercisability of each such option after any termination of the employment of the respective optionee) provided that with respect to any Company Option that is an "incentive stock option" within the meaning of Section 422 of the Code, the foregoing conversion shall be carried out in a manner satisfying the requirements of Section 424(a) of the Code. Grant of Stock Option The Company hereby grants the Director the Option to purchase all or any part of an aggregate of 20,000 shares of Common Stock (the "Option Shares") on the terms and conditions set forth herein and subject to the provisions of the Plan. Grant of Stock Options This non-qualified Stock Option is granted under and pursuant to the Plan and is subject to each and all of the provisions thereof. Related to Payment of Stock Option Prices
