You may exercise this Option as to the number of Optioned Shares which have vested (the “Vested Shares”)
under this paragraph 4, in full or in part and at any time prior to the Expiration Date. However, during any period that this Option
remains outstanding after your employment or other association with the Company and its Affiliates ends, you may exercise it only
to the extent of any remaining Vested Shares determined as of immediately prior to the end of your employment or other association.
The procedure for exercising this Option is described in Section 7.1(e) of the Plan.
[Time-based vesting: That number of Optioned Shares specified in the table below shall become Vested Shares on the
date set opposite such number in the table below:]
|Number of Shares
in Each Installment
|Initial Vesting Date|
for Shares in Installment
[Other vesting, e.g., Change of Control]
of Option. Except if and to the extent otherwise provided under the Plan, you may not transfer this Option except by will or
the laws of descent and distribution, and, during your lifetime, only you may exercise this Option.
of Plan Terms. This Option is granted subject to all of the applicable terms and provisions of the Plan, including but not
limited to the limitations on the Company's obligation to deliver Optioned Shares upon exercise set forth in Section 10 (Settlement
Consequences. The Company makes no representation or warranty as to the tax treatment to you of your receipt or exercise of
this Option or upon your sale or other disposition of the Optioned Shares. You should rely on your own tax advisors for such advice.
You acknowledge that you have reviewed and understand the Plan and this Agreement in their entirety, and have had an opportunity
to obtain the advice of counsel prior to executing this Agreement. You hereby agree to accept as binding, conclusive and final
all decisions or interpretations of the Committee upon any questions arising under the Plan or this Agreement.