STOCK OPTION AGREEMENT

Section 1. Grant Of Option.

(a) Grant.  On the terms and conditions set forth in this Agreement, the Company grants to the Participant on the Date of Grant the option to purchase at the Exercise Price, up to _______________________  (_________) shares of Common Stock (the “Shares”).  The Exercise Price per Share is the Fair Market Value on the Date of Grant.

(b) Date of Grant.  For purposes of this Agreement, the “Date of Grant” shall be the date first set forth above.

(c) Exercise Price.  For purposes of this Agreement, the “Exercise Price” per Share will be the Fair Market Value on the Date of Grant.

(d) Type of Option.  This option is intended to be an Nonqualified Stock Option, as defined under the Plan.

(e) Stock Plan and Defined Terms.  This option is granted pursuant to the Plan, a copy of which the Participant acknowledges having received.  The provisions of the Plan are incorporated into this Agreement by this reference.  Terms used herein with an initial capital letter have the meanings assigned to such terms in the Plan unless a different meaning is expressly specified.

Section 2. Performance-based Vesting.

(a) Vesting Date.  This option shall vest and become exercisable on such date (the “Vesting Date”) that the Common Stock has attained the performance levels set forth in the Section 2(b) below; provided, that the Participant’s employment with the Company has been continuous from the Date of Grant through the Vesting Date.  Once a portion of this option has vested, such portion may be exercised, in whole or in part, at any time and from time to time prior to its expiration or earlier termination under Section 6.

(b) Performance Levels.  The Vesting Date shall be the earliest date following the six month anniversary of the Date of Grant when the Fair Market Value of a share of Common Stock on each trading day of a ninety (90) consecutive day period is equal to or exceeds:

i. with respect to ____________________  (_______) Shares granted under this option, Thirty Dollars ($30.00) per share; and

ii. with respect to ____________________  (_______) Shares, granted under this option, Forty Dollars ($40.00) per share.

Section 3. No Transfer Or Assignment Of Option.

Section 4. Exercise Procedures.

(a) Notice of Exercise.  The Participant or the Participant’s representative may exercise this option with respect to any portion that has become vested and exercisable by giving written notice to the Company.  The notice shall specify the election to exercise this option, the number of Shares for which it is being exercised and the form of payment.  The person exercising this option shall sign the notice.  In the event that this option is being exercised by the representative of the Participant, the notice shall be accompanied by proof (satisfactory to the Company) of the representative’s right to exercise this option.  The Participant or the Participant’s representative shall deliver to the Company, at the time of giving the notice, payment in a form permissible under Section 5 for the full amount of the Exercise Price multiplied by the number of Shares with respect to which this option is being exercised (the “Purchase Price”).

(b) Issuance of Shares.  After receiving a proper notice of exercise, the Company shall cause to be issued one or more certificates evidencing the Shares for which this option has been exercised.  Such shares shall be registered in the name of the person exercising this option.  The Company shall cause such certificates to be delivered to or upon the order of the person exercising this option.

(c) Withholding Taxes.  In the event that the Company determines that it is required to withhold any tax as a result of the exercise of this option, the Participant, as a condition to the exercise of this option, shall make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements.  The Participant shall also make arrangements satisfactory to the Company to enable it to satisfy any withholding requirements that may arise in connection with the vesting or disposition of Shares purchased by exercising this option.

Section 5. Payment For Stock. 

Section 6. Term And FORFEITURE.

(a) Basic Term.  This option shall in any event expire on the tenth anniversary of the Date of Grant.

(b) Forfeiture.  Any portion of this option that is not exercisable on the date of Termination shall be forfeited immediately and be of no further force or effect.

Section 7. Tax Consequences.

(a) Consult Tax Advisor.  The Participant may incur tax liability as a result of the Participant’s purchase or disposition of Shares.  THE PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF SHARES.

Section 8. Miscellaneous Provisions.

(a) Rights as a Shareholder.  Neither the Participant nor the Participant’s representative shall have any rights as a shareholder with respect to any Shares subject to this option until the Participant or the Participant’s representative becomes entitled to receive such Shares by filing a notice of exercise and paying the Purchase Price pursuant to Sections 4 and 5.

(b) No Retention Rights.  Nothing in this option or in the Plan shall confer upon the Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Affiliate or Subsidiary employing or retaining the Participant) or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause.

(c) Notice.  Any notice required by the terms of this Agreement shall be given in writing.  It shall be deemed effective upon (i) personal delivery, (ii) deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid or (iii) deposit with Federal Express Corporation, with shipping charges prepaid.  Notice shall be addressed to the Company at its principal executive office and to the Participant at the address that he or she most recently provided to the Company in accordance with this Section 8(c).

(d) Entire Agreement.  This Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof.  They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof.

(e) Choice of Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State.

Section 9. ELECTRONIC DELIVERY