FORMOF

 

1.

Grant of Option.  Pursuant to the Plan, the Corporation hereby grants to the Holder an Option to purchase all or any part of an aggregate of  shares of Common Stock (the “Option Shares”), subject to, and in accordance with, the terms and conditions set forth in this Agreement and the Plan.  The Option and this Agreement are subject to all of the terms and conditions of the Plan, which terms and conditions hereby are incorporated by reference.  Except as otherwise expressly set forth herein, capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.

 

2.

Status of Option.  The Option is intended to be [select one]:

 

3.

Exercise Price.  The price at which the Holder shall be entitled to purchase Option Shares upon the exercise of the Option shall be $____ per share.

 

4.

Term of Option.  Subject to the terms of the Plan and this Agreement, the Option shall be exercisable at any time prior to the tenth anniversary of the Grant Date (the “Expiration Date”).  To the extent not exercised before the Expiration Date, this Option shall automatically expire unexercised.

 

5.

Vesting and Exercisability of Option.  Subject to the terms of the Plan, the Option shall vest and become exercisable [select one]:

 

(a)

twenty percent (20%) of the Option Shares beginning on the first anniversary of the Grant Date;

 

(b)

an additional twenty percent (20%) of the Option Shares beginning on the second anniversary of the Grant Date;

 

(c)

an additional twenty percent (20%) of the Option Shares beginning on the third anniversary of the Grant Date;

 

(d)

an additional twenty percent (20%) of the Option Shares beginning on the fourth anniversary of the Grant Date; and

 

(e)

the remaining twenty percent (20%) of the Option Shares beginning on the fifth anniversary of the Grant Date.

 

6.

Acceleration of Vesting.  (select one)

 

7.

Termination of Service.  Subject to the terms of the Plan and the discretion of the Committee, the Option shall, upon termination of the Holder’s Service, terminate and cease to be outstanding with respect to any and all Option Shares for which the Option is not otherwise exercisable as of the date of termination of the Holder’s Service (the “Termination Date”).  Subject to the terms of this Agreement, the Option may be exercised following the termination of the Holder’s Service only to the extent that the Option was exercisable as of the Termination Date.  Upon the expiration of the applicable exercise period as set forth below or (if earlier) upon expiration of the term, the Option shall terminate and cease to be outstanding.

 

(i)

death, in which case the Holder’s legatee(s) under the Holder’s last will or the Holder's personal representative or representatives may exercise all or part of the previously unexercised portion of the Option at any time within one year, but not beyond the expiration of its term, after the Holder's death; or

 

(ii)

total and permanent disability (as defined in Section 22(e)(3) of the Code), in which case the Holder or the Holder’s personal representative may exercise the previously unexercised portion of the Option at any time within one year, but not beyond the expiration of its term, after the Termination Date.

 

8.

Exercise of Option.  The Holder may exercise all or a portion of the Option by giving written notice to the Corporation of exercise, and specifying the number of Option Shares with respect to which the Option is being exercised.  Such notice shall be delivered to the Secretary of the Corporation and shall be effective as of the later of the date of its receipt by the Secretary of the Corporation and the date on which the Holder has complied with the provisions of the Plan (including, without limitation, payment of the exercise price) with respect thereto.

 

9.

Non-Transferability of Option.   The Option shall not be transferable by the Holder except to the extent permitted under the Plan.

 

10.

No Rights as a Shareholder.  The Holder shall not have any rights or privileges of a shareholder with respect to any Option Shares by virtue of the Option until the date of issuance by the Corporation of a certificate for such shares pursuant to the exercise of the Option.

 

12.

Modification of Agreement.  Subject to the provisions of the Plan, this Agreement may be modified, amended, suspended or terminated, and any terms or conditions may be waived, but only by a written instrument executed by the parties hereto.

 

13.

Severability.  Each provision of this Agreement is intended to be severable.  Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.

 

14.

Governing Law; Jurisdiction.  This Agreement shall be governed and construed in accordance with the laws of the State of North Carolina, without regard to the principles of conflicts of law, except to the extent governed by federal law.  Each party hereby irrevocably submits to the jurisdiction of the state and federal courts sitting in Guilford County, State of North Carolina, for the adjudication of any dispute hereunder.

 

15.

Successors in Interest.  This Agreement shall inure to the benefit of and be binding upon any successor to the Corporation.  This Agreement shall inure to the benefit of the Holder’s legal representatives.   All obligations imposed upon the Holder and all rights granted to the Corporation under this Agreement shall be final, binding and conclusive upon the Holder’s heirs, executors, administrators and successors.