[FORM OF DIRECTOR STOCK OPTION AWARD AGREEMENT]

Exercise Price: $  per Option Share.

Number of Option Shares: 

Type of Option: Nonqualified Stock Option (i.e., an option which is not an incentive stock option under Section 422 of the Code).

Vesting: The Option will vest as follows:

the Option shall vest with respect to XX % of the Option Shares on (1st anniversary of grant date);

the Option shall vest with respect to XX % of the Option Shares on (2nd anniversary of grant date);

the Option shall vest with respect to XX % of the Option Shares on (3rd anniversary of grant date); and

the Option shall vest with respect to XX % of the Option Shares on (4th anniversary of grant date).

All unvested shares of Restricted Stock will immediately become vested in the event that (a) (i) the Director is not nominated for reelection to the Board of Directors in connection with any stockholder meeting or consent pursuant to which directors are elected, unless the Director's term in office would not be affected by the election of the directors who are so nominated or unless related to the Director's resignation from the Board of Directors, (ii) notwithstanding any such nomination, the Director is not reelected to the Board of Directors upon the expiration of his term or (iii) the Director is removed from the Board of Directors (in each case other than for Cause) or (b) there is a Change of Control (as defined in the Plan) with respect to the Company. Such rights of acceleration are in addition to, and not in lieu of, any provision in the Plan for acceleration of vesting of options based on the same or similar events that is, by the terms of the Plan, otherwise applicable hereto. For purposes hereof, "Cause" means gross negligence, willful misconduct, breach of fiduciary duty or other matters determined by the Board to constitute cause upon notice to the Director.

Any unexercised portion of the Option shall be cancelled and terminated without payment therefor if the Fair Market Value of one share of Common Stock as of the date of a Change of Control is less than the exercise price per Option Share set forth above.

Registration Under Federal and State Securities Laws: The Option may not be exercised and the Corporation is not required to deliver Option Shares unless such Option Shares have been registered under Federal and applicable state securities laws, or are then exempt from such registration requirements.

Forfeiture of Option: The unexercised portion of the Option is subject to forfeiture upon a determination by the Committee that you have engaged in any of the conduct described in the first sentence of Section 13.5 of the Plan and that the Option should be forfeited as a consequence.

Expiration Date: The vested portion of the Option expires three months after termination of service to the Corporation, except if your service terminates by reason of death or disability, in which case the vested portion of the Option expires one year after termination of service to the Corporation. Except as provided in Section 1.d., the portion of the Option that has not vested as of the date of termination of your provision of services to the Corporation will be forfeited and returned to the Corporation, and all rights of you or your heirs in and to such portion of the Option will terminate, unless the Committee determines otherwise in its sole and absolute discretion. Subject to earlier termination as provided in this Agreement and the Plan, the Option expires on .

Tax Withholding. It is a condition to the award of the Option that you make arrangements satisfactory to the Corporation to satisfy all tax withholding amounts and other required deductions with respect to the Option and the Option Shares. You will be permitted to satisfy these obligations by (i) making a cash payment to the Corporation or (ii) directing the Corporation to sell vested Option Shares as to which the Option has been exercised in an amount sufficient to generate net proceeds equal to or exceeding the amount of such obligations. If you do not satisfy such obligations as and when the same become due, the Corporation will withhold a number of vested Option Shares as to which the Option has been exercised having a value, determined in the sole discretion of the Corporation, equal to the amount of the unsatisfied obligations and you will have no further interest in the withheld Option Shares or any proceeds thereof and will have no right to be compensated therefor.

Restrictions on Transfer: You are not permitted to sell, assign, transfer or otherwise encumber any portion of the Option, other than by will or the laws of descent and distribution, and any such attempted disposition or encumbrance shall be void and unenforceable against the Corporation, provided that you may assign or transfer the Option or a portion thereof with the consent of the Committee to (a) your spouse, children or grandchildren (including any adopted and step children or grandchildren), (b) to a trust or partnership for the benefit of one or more of you or the persons referred to in clause (a), or (c) for charitable donations; provided that the recipient shall be bound by and subject to all of the terms and conditions of the Plan and this Agreement and shall execute an agreement satisfactory to the Corporation evidencing such obligations; and provided further that you shall remain bound by the terms and conditions of the Plan.

Name:

Title:

 

 

The undersigned accepts the Option subject to the terms and conditions of the Plan and this Agreement. The undersigned acknowledges and agrees to be bound by (or, if the undersigned has previously so agreed, reaffirms his or her acknowledgement of and agreement to be bound by) the Corporation’s insider trading policy.

 

 

[Name]

Date