Award IDAward DateAward PriceAward Amount1

“Notwithstanding any other provision of this Agreement, if as of the last trading day prior to the earlier of (i) the Term/Expiration Date or (ii) the fourth anniversary of the date of Optionee’s Special Retirement (if the Option was granted on or after March 3, 2014) or Ordinary Retirement, the Option has not been exercised and the then Fair Market Value of a share exceeds the per share exercise price by at least $.01 (such expiring portion of the option that is so “in-the-money,” an “Auto-Exercise Eligible Option”), Optionee will be deemed to have automatically exercised such Auto-Exercise Eligible Option (to the extent it has not previously been exercised or forfeited) in accordance with the provisions of this paragraph. In the event of an automatic exercise pursuant to this paragraph, the Company will reduce the number of Exercised Shares issued to Optionee upon such automatic exercise of the Auto-Exercise Eligible Option by a number of Exercised Shares having a Fair Market Value equal to the aggregate exercise price for such Exercised Shares in order to satisfy the aggregated exercise price obligation for the Auto-Exercise Eligible Option. Further, the Company shall reduce the number of Exercised Shares issued to the Optionee by that number of Exercised Shares having an aggregate Fair Market Value equal to the minimum statutory tax withholding obligation arising upon the automatic exercise. The number of shares so held back shall be rounded up to the nearest whole number as necessary to avoid fractional shares and any excess amount held back shall be refunded in cash to Optionee. Optionee may notify the Company, in writing in advance that Optionee does not wish for the Auto-Exercise Eligible Option to be exercised. In its discretion, the Company may determine to cease automatically exercising options, including the Option, at any time.”