Terms and Conditions Contract Clauses (1,516)

Terms and Conditions. This Option is subject to the following terms and conditions: (a) Expiration Date. This Option shall expire at 11:59 p.m. on , __________ (the "Expiration Date") or such earlier time as set forth in Sections 3, 4, 5 or 6. of this Agreement. In no event shall the Expiration Date be later than 10 years from the Date of Grant. In the case of a Ten Percent Shareholder, the Option shall expire no later than 5 years from the Date of Grant. (b) Vesting of Option. (i) In General. Except as otherwise... provided below, this Option shall become exercisable (A) with respect to percent ( %) of the ______ shares of Common Stock subject immediately, and (B) with respect to the Option (rounded to the nearest whole share) ____ shares of Common Stock on each of the , and anniversaries monthly anniversary of the Date of Grant and with respect to the remaining shares of Common Stock subject to the Option commencing on the anniversary of the Date of Grant, _______, provided the Participant has been continuously employed by the Company or an Affiliate from the Date of Grant until such time. Once this Option has become exercisable, it shall continue to be exercisable until the earlier of the termination of the Participant's rights hereunder pursuant to Sections 3, 4, 5 or 6 of this Agreement or the Expiration Date. A partial exercise of this Option shall not affect the Participant's right to exercise this Option with respect to the remaining shares of Common Stock, subject to the conditions of the Plan and this Agreement. (ii) Change in Control. Notwithstanding the foregoing, in the event a Change in Control occurs and no provision is made for the continuance, assumption or substitution of the Option by the Company or its successor in connection with a Change in Control, then, the Option shall become exercisable in full, to the extent not exercisable previously, on the earlier of the Control Change Date or the date the Option is to be terminated in connection with the Change in Control, provided the Participant has remained continuously employed by the Company or any Affiliate from the Date of Grant until such time. 5 1 (iii) Death or Disability. Notwithstanding the foregoing, this Option also shall become exercisable in full, to the extent not then previously exercisable, in the event the Participant's employment with the Company and its Affiliates is terminated as a result of the Participant's death or Disability. The Committee, in its sole discretion, shall determine whether the Participant has a Disability for purposes of this Agreement. (iv) Termination without Cause. Notwithstanding the foregoing, this Option also shall become exercisable in full, to the extent not then previously exercisable, in the event the Participant's employment with the Company and its Affiliates is terminated by the Company or any Affiliate involuntarily and without Cause. (c) Method of Exercise and Payment for Shares. This Option shall be exercised by delivering (A) written notice of exercise, along with exercise in the form attached hereto as Exhibit B, (B) the Option price for the portion of the Option being exercised and all applicable tax withholdings, and (C) an executed copy of the Stockholder Agreement in the form attached hereto as Exhibit C, to the attention of the Company's Secretary at the Company's address specified in Section 10. below. The exercise date shall be the date of delivery. The Participant shall pay the Option price and all applicable tax withholdings in cash or cash equivalent acceptable to the Committee. However, the Committee in its discretion may, but is not required to, allow the Participant to pay the Option price and tax withholdings (i) by surrendering shares of Common Stock the Participant already owns, (ii) by a cashless exercise through a broker, (iii) by means of a "net settlement" procedure, (iv) by such other medium of payment as the Committee shall authorize or (v) by any combination of the allowable methods of payment set forth herein. (d) Transferability. Except as provided herein, this Option is nontransferable and, during the Participant's lifetime, only the Participant may exercise this Option. Notwithstanding the foregoing, this Option may be transferred by will or the laws of descent and distribution. View More

Terms and Conditions. This Option is subject to the following terms and conditions: (a) Expiration Date. Exercisability of Option. This Option shall expire at 11:59 p.m. on , (the "Expiration Date") or such earlier time as set forth in Sections 3, 4, 5 or 6 of this Agreement. In no event shall the Expiration Date be later than 10 years from the Date of Grant. In the case of a Ten Percent Shareholder, the Option shall expire no later than 5 years from the Date of Grant. (b) Vesting of Option. (i) In General. Except... as otherwise provided below, this Option shall become exercisable with respect to percent ( %) 25% of the shares of Common Stock subject to the Option (rounded to on the nearest whole share) on each of the , and anniversaries first anniversary of the Date of Grant Grant; with respect to an additional 25% of the shares subject to the Option on the second anniversary of the Date of Grant; with respect to an additional 25% of the shares subject to the Option on the third anniversary of the Date of Grant; and with respect to the remaining 25% of the shares of Common Stock subject to the this Option on the fourth anniversary of the Date of Grant, provided Grant. The preceding sentence to the Participant has been continuously employed by contrary notwithstanding, and subject to Section 24 of the Company Plan, this Option shall become fully exercisable upon a Change in Control. (b) Expiration Date. This Option shall terminate on __________ __, 20__ (the "Expiration Date"). This Option may not be exercised on or an Affiliate from after the Expiration Date. Notwithstanding any other provision of this Award Agreement, the exercisability and Expiration Date of Grant until such time. Once this Option has become shall be subject to federal and state regulation applicable to the Company, including requirements identified in the Plan, which could have the effect of shortening the exercise period of this Option. (c) Exercise of Option. Except as provided in paragraphs 3 and 4 below, the Option is exercisable, in whole or in part, with respect to the number of shares set forth in subparagraph 2(a) above. To the extent that the Option becomes exercisable, it shall continue to be exercisable until the earlier of the termination of the Participant's rights hereunder pursuant to Sections 3, 4, 5 1 or 6 of this Agreement or until the Expiration Date. A partial exercise of this the Option shall not affect the Participant's right to exercise this the Option with respect to the remaining shares of Common Stock, shares, subject to the conditions of the Plan and this Award Agreement. (ii) Change in Control. Notwithstanding the foregoing, in the event a Change in Control occurs and no provision is made for the continuance, assumption or substitution of the Option by the Company or its successor in connection with a Change in Control, then, the Option shall become exercisable in full, to the extent not exercisable previously, on the earlier of the Control Change Date or the date the Option is to be terminated in connection with the Change in Control, provided the Participant has remained continuously employed by the Company or any Affiliate from the Date of Grant until such time. 5 (iii) Death or Disability. Notwithstanding the foregoing, this Option also shall become exercisable in full, to the extent not then previously exercisable, in the event the Participant's employment with the Company and its Affiliates is terminated as a result of the Participant's death or Disability. The Committee, in its sole discretion, shall determine whether the Participant has a Disability for purposes of this Agreement. (c) (d) Method of Exercise Exercising and Payment for Shares. This The Option shall be exercised by delivering written notice of exercise, along with the Option price for the portion of the Option being exercised and all applicable tax withholdings, delivered to the attention of the Company's Secretary at the Company's address specified principal office in Section 10 below. Richmond, Virginia. The written notice shall specify the number of shares being acquired pursuant to the exercise of the Option when the Option is being exercised in part in accordance with subparagraph 2(c) above. The exercise date shall be the date that such notice is received by the Company or, if later and if a "cashless exercise" is used in accordance with subparagraph 2(e) below, the date that the Exercise Price is received by the Company. Unless otherwise permitted in accordance with subparagraph 2(e), such notice shall be accompanied by payment of delivery. The Participant shall pay the Option price and all applicable tax withholdings Exercise Price in full for each share of Company Stock being acquired pursuant to such exercise, in cash (United States dollars) or cash equivalent acceptable to the Committee. However, Company, or, in whole or in part, through the Committee surrender of previously acquired shares of Company Stock, subject to Section 9 of the Plan, at their Fair Market Value on the exercise date. (e) Cashless Exercise. To the extent permitted under the applicable laws and regulations, at the request of Participant, the Company agrees to cooperate in its discretion may, but is not required to, allow a "cashless exercise" of the Option. The cashless exercise shall be effected by the Participant delivering to pay a securities broker instructions to exercise all or part of the Option price and tax withholdings (i) by surrendering Option, including instructions to sell a sufficient number of shares of Common Company Stock to cover the Participant already owns, (ii) by a cashless exercise through a broker, (iii) by means of a "net settlement" procedure, (iv) by such other medium of payment as the Committee shall authorize or (v) by any combination of the allowable methods of payment set forth herein. (d) Transferability. Except as provided herein, this costs and expenses associated therewith. (f) Nontransferability. The Option is nontransferable and, during the Participant's lifetime, only the Participant may exercise this Option. Notwithstanding the foregoing, this Option may be transferred except by will or by the laws of descent and distribution. During Participant's lifetime, the Option may be exercised only by Participant. View More

Terms and Conditions. This Option SAR is subject to the following additional terms and conditions: (a) Expiration Date. This Option shall expire at 11:59 p.m. on , (the "Expiration Date") or such earlier time as set forth in Sections 3, 4, 5 or 6 The Expiration Date of this Agreement. In no event SAR shall be as specified in the Expiration Date be later than 10 years from the Date of Grant. In the case of a Ten Percent Shareholder, the Option shall expire no later than 5 years from the Date of Grant. Grant Notice.... (b) Vesting of Option. (i) In General. Except as otherwise provided below, this Option shall become exercisable with respect to percent ( %) SAR. All of the shares of Common Stock that are subject to this SAR shall be Vested Shares if Participant remains in the Option (rounded to the nearest whole share) on each continuous employ of the , and anniversaries of the Date of Grant and with respect to the remaining shares of Common Stock subject to the Option on the anniversary of the Date of Grant, provided the Participant has been continuously employed by the Company or an Affiliate from the Date of Grant until such time. Once the vesting date specified in the Grant Notice. If not sooner Vested, all of the shares that are subject to this Option has become exercisable, it SAR shall continue be Vested Shares if Participant remains in the continuous employ of the Company or an Affiliate until (i) the date of Participant's death, (ii) the date that Participant's employment with the Company and its Affiliates ends on account of Disability, (iii) with the consent of the Committee, the Participant's Normal Retirement or (iv) a Control Change Date. This SAR may be exercised with respect to be exercisable the Vested Shares, in whole or in part, until the earlier of the Expiration Date or the termination of the Participant's rights hereunder pursuant to Sections 3, paragraph 4, 5 5, 6, 7, 8 or 6 of this Agreement or the Expiration Date. 9. A partial exercise of this Option SAR shall not affect the Participant's right to exercise this Option SAR with respect to the remaining shares of Common Stock, Vested Shares, subject to the conditions of the Plan and this Agreement. (ii) Change in Control. Notwithstanding the foregoing, in the event a Change in Control occurs these Terms and no provision is made for the continuance, assumption or substitution of the Option by the Company or its successor in connection with a Change in Control, then, the Option shall become exercisable in full, to the extent not exercisable previously, on the earlier of the Control Change Date or the date the Option is to be terminated in connection with the Change in Control, provided the Participant has remained continuously employed by the Company or any Affiliate from the Date of Grant until such time. 5 (iii) Death or Disability. Notwithstanding the foregoing, this Option also shall become exercisable in full, to the extent not then previously exercisable, in the event the Participant's employment with the Company and its Affiliates is terminated as a result of the Participant's death or Disability. The Committee, in its sole discretion, shall determine whether the Participant has a Disability for purposes of this Agreement. Conditions. (c) Method of Exercise and Payment for Shares. Exercising. This Option shall SAR must be exercised by delivering written notice of exercise, along with the Option price for the portion of the Option being exercised and all applicable tax withholdings, delivered to the attention of the Company's Secretary at the Company's address specified principal office in Section 10 below. Richmond, Virginia. The exercise date shall be (i) in the case of notice by mail or -1- nationally recognized courier, the date of delivery. postmark or (ii) in the case of notice by any other means, the date of receipt by the Company's Secretary. The notice must specify the number of Vested Shares for which this SAR is being exercised (the "Exercise Shares"). (d) Settlement of SAR. Within ten days after the written notice of exercise the Company will make a payment to Participant shall pay in settlement of the Option price and all applicable tax withholdings in cash or cash equivalent acceptable SAR. The payment will have a value equal to the Committee. However, excess of the Committee Fair Market Value on the exercise date over the Initial Value, multiplied by the number of Exercise Shares. In the Committee's discretion, and without the need for Participant's consent, the payment may be made in its discretion may, but is not required to, allow a single cash payment, by the Participant to pay the Option price and tax withholdings (i) by surrendering issuance of shares of Common Stock (with the Participant already owns, (ii) by number of shares determined based on the Fair Market Value on the exercise date) or a cashless exercise through a broker, (iii) by means of a "net settlement" procedure, (iv) by such other medium of payment as the Committee shall authorize or (v) by any combination of cash and Common Stock. This SAR will be cancelled with respect to the allowable methods of Exercise Shares upon payment set forth herein. (d) Transferability. Except as provided herein, this Option is nontransferable and, during with respect to the Participant's lifetime, only the Participant may exercise this Option. Notwithstanding the foregoing, this Option may be transferred by will or the laws of descent and distribution. Exercise Shares. View More

Terms and Conditions. This Option is subject to the following terms and conditions: (a) Expiration Date. This Option shall expire at 11:59 p.m. on , __________ (the "Expiration Date") or such earlier time as set forth in Sections 3, 4, 5 or 6. of this Agreement. In no event shall the Expiration Date be later than 10 years from the Date of Grant. In the case of a Ten Percent Shareholder, the Option shall expire no later than 5 years from the Date of Grant. (b) Vesting of Option. (i) In General. Except as otherwise... provided below, this Option shall become exercisable (A) with respect to percent ( %) of the ______ shares of Common Stock subject immediately, and (B) with respect to the Option (rounded to the nearest whole share) ____ shares of Common Stock on each of the , and anniversaries monthly anniversary of the Date of Grant and with respect to the remaining shares of Common Stock subject to the Option commencing on the anniversary of the Date of Grant, _______, provided the Participant has been continuously employed by the Company or an Affiliate from the Date of Grant until such time. Once this Option has become exercisable, it shall continue to be exercisable until the earlier of the termination of the Participant's rights hereunder pursuant to Sections 3, 4, 5 or 6 of this Agreement or the Expiration Date. A partial exercise of this Option shall not affect the Participant's right to exercise this Option with respect to the remaining shares of Common Stock, subject to the conditions of the Plan and this Agreement. (ii) Change in Control. Notwithstanding the foregoing, in the event a Change in Control occurs and no provision is made for the continuance, assumption or substitution of the Option by the Company or its successor in connection with a Change in Control, then, the Option shall become exercisable in full, to the extent not exercisable previously, on the earlier of the Control Change Date or the date the Option is to be terminated in connection with the Change in Control, provided the Participant has remained continuously employed by the Company or any Affiliate from the Date of Grant until such time. 5 1 (iii) Death or Disability. Notwithstanding the foregoing, this Option also shall become exercisable in full, to the extent not then previously exercisable, in the event the Participant's employment with the Company and its Affiliates is terminated as a result of the Participant's death or Disability. The Committee, in its sole discretion, shall determine whether the Participant has a Disability for purposes of this Agreement. (iv) Termination without Cause. Notwithstanding the foregoing, this Option also shall become exercisable in full, to the extent not then previously exercisable, in the event the Participant's employment with the Company and its Affiliates is terminated by the Company or any Affiliate involuntarily and without Cause. (c) Method of Exercise and Payment for Shares. This Option shall be exercised by delivering (A) written notice of exercise, along with exercise in the form attached hereto as Exhibit B, (B) the Option price for the portion of the Option being exercised and all applicable tax withholdings, and (C) an executed copy of the Stockholder Agreement in the form attached hereto as Exhibit C, to the attention of the Company's Secretary at the Company's address specified in Section 10. below. The exercise date shall be the date of delivery. The Participant shall pay the Option price and all applicable tax withholdings in cash or cash equivalent acceptable to the Committee. However, the Committee in its discretion may, but is not required to, allow the Participant to pay the Option price and tax withholdings (i) by surrendering shares of Common Stock the Participant already owns, (ii) by a cashless exercise through a broker, (iii) by means of a "net settlement" procedure, (iv) by such other medium of payment as the Committee shall authorize or (v) by any combination of the allowable methods of payment set forth herein. (d) Transferability. Except as provided herein, this Option is nontransferable and, during the Participant's lifetime, only the Participant may exercise this Option. Notwithstanding the foregoing, this Option may be transferred by will or the laws of descent and distribution. View More

Terms and Conditions. This Option is subject to the following terms and conditions: (a) Expiration Date. Exercisability of Option. This Option shall expire at 11:59 p.m. on , (the "Expiration Date") or such earlier time as set forth in Sections 3, 4, 5 or 6 of this Agreement. In no event shall the Expiration Date be later than 10 years from the Date of Grant. In the case of a Ten Percent Shareholder, the Option shall expire no later than 5 years from the Date of Grant. (b) Vesting of Option. (i) In General. Except... as otherwise provided below, this Option shall become exercisable with respect to percent ( %) 25% of the shares of Common Stock subject to the Option (rounded to on the nearest whole share) on each of the , and anniversaries first anniversary of the Date of Grant Grant; with respect to an additional 25% of the shares subject to the Option on the second anniversary of the Date of Grant; with respect to an additional 25% of the shares subject to the Option on the third anniversary of the Date of Grant; and with respect to the remaining 25% of the shares of Common Stock subject to the this Option on the fourth anniversary of the Date of Grant, provided Grant. The preceding sentence to the Participant has been continuously employed by contrary notwithstanding, and subject to Section 24 of the Company Plan, this Option shall become fully exercisable upon a Change in Control. (b) Expiration Date. This Option shall terminate on __________ __, 20__ (the "Expiration Date"). This Option may not be exercised on or an Affiliate from after the Expiration Date. Notwithstanding any other provision of this Award Agreement, the exercisability and Expiration Date of Grant until such time. Once this Option has become shall be subject to federal and state regulation applicable to the Company, including requirements identified in the Plan, which could have the effect of shortening the exercise period of this Option. (c) Exercise of Option. Except as provided in paragraphs 3 and 4 below, the Option is exercisable, in whole or in part, with respect to the number of shares set forth in subparagraph 2(a) above. To the extent that the Option becomes exercisable, it shall continue to be exercisable until the earlier of the termination of the Participant's rights hereunder pursuant to Sections 3, 4, 5 1 or 6 of this Agreement or until the Expiration Date. A partial exercise of this the Option shall not affect the Participant's right to exercise this the Option with respect to the remaining shares of Common Stock, shares, subject to the conditions of the Plan and this Award Agreement. (ii) Change in Control. Notwithstanding the foregoing, in the event a Change in Control occurs and no provision is made for the continuance, assumption or substitution of the Option by the Company or its successor in connection with a Change in Control, then, the Option shall become exercisable in full, to the extent not exercisable previously, on the earlier of the Control Change Date or the date the Option is to be terminated in connection with the Change in Control, provided the Participant has remained continuously employed by the Company or any Affiliate from the Date of Grant until such time. 5 (iii) Death or Disability. Notwithstanding the foregoing, this Option also shall become exercisable in full, to the extent not then previously exercisable, in the event the Participant's employment with the Company and its Affiliates is terminated as a result of the Participant's death or Disability. The Committee, in its sole discretion, shall determine whether the Participant has a Disability for purposes of this Agreement. (c) (d) Method of Exercise Exercising and Payment for Shares. This The Option shall be exercised by delivering written notice of exercise, along with the Option price for the portion of the Option being exercised and all applicable tax withholdings, delivered to the attention of the Company's Secretary at the Company's address specified principal office in Section 10 below. Richmond, Virginia. The written notice shall specify the number of shares being acquired pursuant to the exercise of the Option when the Option is being exercised in part in accordance with subparagraph 2(c) above. The exercise date shall be the date that such notice is received by the Company or, if later and if a "cashless exercise" is used in accordance with subparagraph 2(e) below, the date that the Exercise Price is received by the Company. Unless otherwise permitted in accordance with subparagraph 2(e), such notice shall be accompanied by payment of delivery. The Participant shall pay the Option price and all applicable tax withholdings Exercise Price in full for each share of Company Stock being acquired pursuant to such exercise, in cash (United States dollars) or cash equivalent acceptable to the Committee. However, Company, or, in whole or in part, through the Committee surrender of previously acquired shares of Company Stock, subject to Section 9 of the Plan, at their Fair Market Value on the exercise date. (e) Cashless Exercise. To the extent permitted under the applicable laws and regulations, at the request of Participant, the Company agrees to cooperate in its discretion may, but is not required to, allow a "cashless exercise" of the Option. The cashless exercise shall be effected by the Participant delivering to pay a securities broker instructions to exercise all or part of the Option price and tax withholdings (i) by surrendering Option, including instructions to sell a sufficient number of shares of Common Company Stock to cover the Participant already owns, (ii) by a cashless exercise through a broker, (iii) by means of a "net settlement" procedure, (iv) by such other medium of payment as the Committee shall authorize or (v) by any combination of the allowable methods of payment set forth herein. (d) Transferability. Except as provided herein, this costs and expenses associated therewith. (f) Nontransferability. The Option is nontransferable and, during the Participant's lifetime, only the Participant may exercise this Option. Notwithstanding the foregoing, this Option may be transferred except by will or by the laws of descent and distribution. During Participant's lifetime, the Option may be exercised only by Participant. View More

Terms and Conditions. This Option SAR is subject to the following additional terms and conditions: (a) Expiration Date. This Option shall expire at 11:59 p.m. on , (the "Expiration Date") or such earlier time as set forth in Sections 3, 4, 5 or 6 The Expiration Date of this Agreement. In no event SAR shall be as specified in the Expiration Date be later than 10 years from the Date of Grant. In the case of a Ten Percent Shareholder, the Option shall expire no later than 5 years from the Date of Grant. Grant Notice.... (b) Vesting of Option. (i) In General. Except as otherwise provided below, this Option shall become exercisable with respect to percent ( %) SAR. All of the shares of Common Stock that are subject to this SAR shall be Vested Shares if Participant remains in the Option (rounded to the nearest whole share) on each continuous employ of the , and anniversaries of the Date of Grant and with respect to the remaining shares of Common Stock subject to the Option on the anniversary of the Date of Grant, provided the Participant has been continuously employed by the Company or an Affiliate from the Date of Grant until such time. Once the vesting date specified in the Grant Notice. If not sooner Vested, all of the shares that are subject to this Option has become exercisable, it SAR shall continue be Vested Shares if Participant remains in the continuous employ of the Company or an Affiliate until (i) the date of Participant's death, (ii) the date that Participant's employment with the Company and its Affiliates ends on account of Disability, (iii) with the consent of the Committee, the Participant's Normal Retirement or (iv) a Control Change Date. This SAR may be exercised with respect to be exercisable the Vested Shares, in whole or in part, until the earlier of the Expiration Date or the termination of the Participant's rights hereunder pursuant to Sections 3, paragraph 4, 5 5, 6, 7, 8 or 6 of this Agreement or the Expiration Date. 9. A partial exercise of this Option SAR shall not affect the Participant's right to exercise this Option SAR with respect to the remaining shares of Common Stock, Vested Shares, subject to the conditions of the Plan and this Agreement. (ii) Change in Control. Notwithstanding the foregoing, in the event a Change in Control occurs these Terms and no provision is made for the continuance, assumption or substitution of the Option by the Company or its successor in connection with a Change in Control, then, the Option shall become exercisable in full, to the extent not exercisable previously, on the earlier of the Control Change Date or the date the Option is to be terminated in connection with the Change in Control, provided the Participant has remained continuously employed by the Company or any Affiliate from the Date of Grant until such time. 5 (iii) Death or Disability. Notwithstanding the foregoing, this Option also shall become exercisable in full, to the extent not then previously exercisable, in the event the Participant's employment with the Company and its Affiliates is terminated as a result of the Participant's death or Disability. The Committee, in its sole discretion, shall determine whether the Participant has a Disability for purposes of this Agreement. Conditions. (c) Method of Exercise and Payment for Shares. Exercising. This Option shall SAR must be exercised by delivering written notice of exercise, along with the Option price for the portion of the Option being exercised and all applicable tax withholdings, delivered to the attention of the Company's Secretary at the Company's address specified principal office in Section 10 below. Richmond, Virginia. The exercise date shall be (i) in the case of notice by mail or -1- nationally recognized courier, the date of delivery. postmark or (ii) in the case of notice by any other means, the date of receipt by the Company's Secretary. The notice must specify the number of Vested Shares for which this SAR is being exercised (the "Exercise Shares"). (d) Settlement of SAR. Within ten days after the written notice of exercise the Company will make a payment to Participant shall pay in settlement of the Option price and all applicable tax withholdings in cash or cash equivalent acceptable SAR. The payment will have a value equal to the Committee. However, excess of the Committee Fair Market Value on the exercise date over the Initial Value, multiplied by the number of Exercise Shares. In the Committee's discretion, and without the need for Participant's consent, the payment may be made in its discretion may, but is not required to, allow a single cash payment, by the Participant to pay the Option price and tax withholdings (i) by surrendering issuance of shares of Common Stock (with the Participant already owns, (ii) by number of shares determined based on the Fair Market Value on the exercise date) or a cashless exercise through a broker, (iii) by means of a "net settlement" procedure, (iv) by such other medium of payment as the Committee shall authorize or (v) by any combination of cash and Common Stock. This SAR will be cancelled with respect to the allowable methods of Exercise Shares upon payment set forth herein. (d) Transferability. Except as provided herein, this Option is nontransferable and, during with respect to the Participant's lifetime, only the Participant may exercise this Option. Notwithstanding the foregoing, this Option may be transferred by will or the laws of descent and distribution. Exercise Shares. View More

Terms and Conditions. The terms, conditions, and restrictions applicable to the Award Option are specified in the Plan and this grant notification and agreement, including Exhibits A, A and B and C (the "Award Agreement"). The terms, conditions and restrictions in the Plan include, but are not limited to, provisions relating to amendment, vesting, cancellation cancellation, and settlement, exercise, all of which are hereby incorporated by reference into this Award Agreement to the extent not otherwise set forth... herein. By accepting this Award, the Option, the Participant acknowledges receipt of the prospectus dated February 2, 2016 May 18, 2017 and any applicable prospectus supplement supplements thereto (together, the "Prospectus") and that he or she has read and understands the Prospectus. The Participant understands that the Award Option and all other incentive awards are entirely discretionary and that no right to receive an award exists absent a prior written agreement with the Company to the contrary. The Participant also understands that the value that may be realized, if any, from the Award Option is contingent, and depends on the future financial performance market price of the Company, Common Stock, among other factors. The Participant further confirms his or her understanding that the Award Option is intended to promote employee retention and stock ownership and to align participants' interests with those of shareholders. Additionally, the Participant understands that the Award Option is subject to performance vesting conditions and will be cancelled if the performance vesting or other conditions are not satisfied. Thus, the Participant understands that (a) any monetary value assigned to the Award Option in any communication regarding the Award Option is contingent, hypothetical, or for illustrative purposes only, and does not express or imply any promise or intent by the Company to deliver, directly or indirectly, any certain or determinable cash value to the Participant; (b) receipt of the Award Option or any incentive award in the past is neither an indication nor a guarantee that an incentive award of any type or amount will be made in the future, and that absent a written agreement to the contrary, the Company is free to change its practices and policies regarding incentive awards at any time; and (c) performance vesting may be subject to confirmation and final determination by the Company's Board of Directors or its Compensation Committee (the "Committee") that the performance vesting conditions have been satisfied. The Participant shall have no rights as a stockholder of the Company with respect to any shares covered by the Award Option unless and until the Award Option vests, is vested properly exercised and settled in shares of Common Stock. Stock are issued. View More

Terms and Conditions. The terms, conditions, and restrictions applicable to the this Award are specified in the Plan and this grant notification Award Agreement, including Exhibit A - Section 280G Rules, and agreement, including Exhibits A, B summarized in the Plan prospectus and C (the "Award Agreement"). any applicable prospectus supplement (together, the "Prospectus"). The terms, conditions and restrictions in the Plan include, but are not limited to, provisions relating to amendment, vesting, cancellation cancellation, and settlement, all of which are hereby incorporated by reference into this Award Agreement to the extent not otherwise set forth herein. By accepting this the Award, the Participant acknowledges receipt of the prospectus dated February 2, 2016 and any applicable prospectus supplement thereto (together, the "Prospectus") Prospectus and that he or she has read and understands the Prospectus. The Prospectus summarizes the material provisions of the Plan. The summary in the Prospectus is not complete and is qualified in its entirety by reference to the provisions of the Plan. You should consult the Plan and the terms of this Award Agreement for more complete information about this Award. The Plan and Award Agreement, in that order, shall govern any inconsistency between the Prospectus on the one hand, and the Plan and the Award Agreement on the other.The Participant understands that the this Award and all other incentive awards are entirely discretionary and that no right to receive an award exists absent a prior written agreement with the Company to the contrary. The Participant also understands that the value that may be realized, if any, from the this Award is contingent, and depends on on, the future financial performance market price of the Company, Shares, among other factors. The Participant further confirms his or her the Participant's understanding that the this Award is intended to promote employee retention and stock ownership and to align participants' employees' interests with those of shareholders. Additionally, the Participant understands that the Award shareholders, is subject to performance vesting conditions and will be cancelled if the performance or other vesting conditions are not satisfied. Thus, the Participant understands that (a) any monetary value assigned to the this Award in any communication regarding the this Award is contingent, hypothetical, or for illustrative purposes only, and does not express or imply any promise or intent by the Company to deliver, directly or indirectly, any certain or determinable cash value to the Participant; (b) receipt of the this Award or any incentive award in the past is neither an indication nor a guarantee that an incentive award of any type or amount will be made in the future, and that absent a written agreement to the contrary, the Company is free to change its practices and policies regarding incentive awards at any time; and (c) performance vesting may be subject to confirmation and final determination by the Company's Board of Directors or its Compensation Committee (the "Committee") that the performance vesting conditions have been satisfied. satisfied; and (d) Award Shares shall be subject to lock-up restrictions as described in Section 16 of this Award Agreement. The Participant shall have no rights as a stockholder of the Company with respect to any shares covered by the this Award unless and until the this Award is vested and settled in shares of Common Stock. Shares. View More

Terms and Conditions. The terms, conditions, and restrictions applicable to the Award Option are specified in the Plan and this grant notification and agreement, including Exhibits A, A and B and C (the "Award Agreement"). The terms, conditions and restrictions in the Plan include, but are not limited to, provisions relating to amendment, vesting, cancellation cancellation, and settlement, exercise, all of which are hereby incorporated by reference into this Award Agreement to the extent not otherwise set forth... herein. By accepting this Award, the Option, the Participant acknowledges receipt of the prospectus dated February 2, 2016 May 18, 2017 and any applicable prospectus supplement supplements thereto (together, the "Prospectus") and that he or she has read and understands the Prospectus. The Participant understands that the Award Option and all other incentive awards are entirely discretionary and that no right to receive an award exists absent a prior written agreement with the Company to the contrary. The Participant also understands that the value that may be realized, if any, from the Award Option is contingent, and depends on the future financial performance market price of the Company, Common Stock, among other factors. The Participant further confirms his or her understanding that the Award Option is intended to promote employee retention and stock ownership and to align participants' interests with those of shareholders. Additionally, the Participant understands that the Award Option is subject to performance vesting conditions and will be cancelled if the performance vesting or other conditions are not satisfied. Thus, the Participant understands that (a) any monetary value assigned to the Award Option in any communication regarding the Award Option is contingent, hypothetical, or for illustrative purposes only, and does not express or imply any promise or intent by the Company to deliver, directly or indirectly, any certain or determinable cash value to the Participant; (b) receipt of the Award Option or any incentive award in the past is neither an indication nor a guarantee that an incentive award of any type or amount will be made in the future, and that absent a written agreement to the contrary, the Company is free to change its practices and policies regarding incentive awards at any time; and (c) performance vesting may be subject to confirmation and final determination by the Company's Board of Directors or its Compensation Committee (the "Committee") that the performance vesting conditions have been satisfied. The Participant shall have no rights as a stockholder of the Company with respect to any shares covered by the Award Option unless and until the Award Option vests, is vested properly exercised and settled in shares of Common Stock. Stock are issued. View More

Terms and Conditions. The terms, conditions, and restrictions applicable to the this Award are specified in the Plan and this grant notification Award Agreement, including Exhibit A - Section 280G Rules, and agreement, including Exhibits A, B summarized in the Plan prospectus and C (the "Award Agreement"). any applicable prospectus supplement (together, the "Prospectus"). The terms, conditions and restrictions in the Plan include, but are not limited to, provisions relating to amendment, vesting, cancellation cancellation, and settlement, all of which are hereby incorporated by reference into this Award Agreement to the extent not otherwise set forth herein. By accepting this the Award, the Participant acknowledges receipt of the prospectus dated February 2, 2016 and any applicable prospectus supplement thereto (together, the "Prospectus") Prospectus and that he or she has read and understands the Prospectus. The Prospectus summarizes the material provisions of the Plan. The summary in the Prospectus is not complete and is qualified in its entirety by reference to the provisions of the Plan. You should consult the Plan and the terms of this Award Agreement for more complete information about this Award. The Plan and Award Agreement, in that order, shall govern any inconsistency between the Prospectus on the one hand, and the Plan and the Award Agreement on the other.The Participant understands that the this Award and all other incentive awards are entirely discretionary and that no right to receive an award exists absent a prior written agreement with the Company to the contrary. The Participant also understands that the value that may be realized, if any, from the this Award is contingent, and depends on on, the future financial performance market price of the Company, Shares, among other factors. The Participant further confirms his or her the Participant's understanding that the this Award is intended to promote employee retention and stock ownership and to align participants' employees' interests with those of shareholders. Additionally, the Participant understands that the Award shareholders, is subject to performance vesting conditions and will be cancelled if the performance or other vesting conditions are not satisfied. Thus, the Participant understands that (a) any monetary value assigned to the this Award in any communication regarding the this Award is contingent, hypothetical, or for illustrative purposes only, and does not express or imply any promise or intent by the Company to deliver, directly or indirectly, any certain or determinable cash value to the Participant; (b) receipt of the this Award or any incentive award in the past is neither an indication nor a guarantee that an incentive award of any type or amount will be made in the future, and that absent a written agreement to the contrary, the Company is free to change its practices and policies regarding incentive awards at any time; and (c) performance vesting may be subject to confirmation and final determination by the Company's Board of Directors or its Compensation Committee (the "Committee") that the performance vesting conditions have been satisfied. satisfied; and (d) Award Shares shall be subject to lock-up restrictions as described in Section 16 of this Award Agreement. The Participant shall have no rights as a stockholder of the Company with respect to any shares covered by the this Award unless and until the this Award is vested and settled in shares of Common Stock. Shares. View More

Terms and Conditions. 3.1 Vesting Schedule. Performance Period and Vesting. 3.2 Vesting at Termination. 3.3 Committee Discretion. 3.4 Stockholder Rights and Dividend Equivalents. 3.5 Limits on Transferability. 3.6 Adjustments. 3.7 No Right to Continued Performance of Services. 3.8 Compliance With Law and Regulations. 3.9 Corporate Transaction. 3.10 Participant Covenants.

Terms and Conditions. 3.1 Vesting Schedule. Performance Period and Vesting. 3.2 Vesting at Termination. 3.3 Committee Discretion. 3.4 Stockholder Rights and Dividend Equivalents. 3.5 Limits on Transferability. 3.6 Adjustments. 3.7 No Right to Continued Performance of Services. 3.8 Compliance With Law and Regulations. 3.9 Corporate Transaction. 3.10 Participant Covenants.

Terms and Conditions. The Grant is subject to the following terms and conditions: a. Time-Based Requirements. The Time-Based RSUs will vest in three installments at the Time Vesting Dates (as defined below), provided that Grantee provides continuous service as a director of has remained continually employed by the Corporation or any of its direct or indirect subsidiaries (individually and collectively, the "Company Group") through the applicable Time Vesting Date (as defined below), as follows: [(a) [ ] (a) [______]... of the Time-Based RSUs will vest at [ ], [______], (b) [ ] [______] of the Time-Based RSUs will vest at [ ], [______], and (c) with respect to [ ] [______] of the Time-Based RSUs will vest at [ ] [______] (each of the dates set forth in clauses (a), (b) and (c) is, as to the corresponding portion of the Time-Based RSUs, a "Time Vesting Date")]. Date"). b. Performance Goals. The Performance-Based RSUs are subject to the performance goals set forth in Exhibit A (the "Performance Goals") and shall vest, in whole or in part, upon the Performance Vesting Date only if the Performance Goals are achieved and the Grantee has provided continuous service as a director of remained continuously employed by the Corporation Company Group through the end of the Service Period, or as otherwise provided herein. The Compensation Committee shall determine within 75 days after the last day of the Service Period whether the Performance Goals have been achieved, in whole or in part, in accordance with Exhibit A attached hereto. The value of any fractional shares will be paid to the Grantee through a separate disbursement. No vesting of Performance-Based RSUs shall be deemed to have occurred unless and until the Compensation Committee certifies in writing as to the portion of Performance Goals that have been achieved. The date on which the Compensation Committee certifies as to the achievement of the Performance Goals and the vesting of the Performance-Based RSUs is referred to in this Agreement as the "Performance Vesting Date". c. No Rights as a Shareholder. Grantee will have no rights or privileges of a shareholder (including but not limited to, no right to vote the shares) with respect to shares underlying RSUs until such RSUs have vested and such shares have been issued. d. Dividend-Equivalents. At the time of issuance of shares underlying vested RSUs pursuant to subsection 2(b) above, the Corporation shall also pay to Grantee an amount equal to the aggregate amount of all dividends declared and paid by the Corporation based on dividend record dates falling between the Date of Grant and the date of issuance in accordance with the number of shares issued. The dividend-equivalents will be reported as W-2 wages and, as such, will be subject to statutory withholding requirements for federal, state and local taxes. The computation set forth in this subparagraph is separate and distinct from the calculations and concepts set forth on Exhibit "A" hereto and the calculations and concepts set forth on Exhibit "A" hereto have no applicability to the calculation of the amount of dividends to be paid by the Corporation pursuant to this subparagraph. e. Holding Period. All vested RSUs will be subject to a holding period ("Holding Period") until the earliest of: i. The two-year anniversary of such Time Vesting Date or Performance Vesting Date, as applicable; ii. The date of the Grantee's death or Disability (as defined in section 5 below); or iii. The date of consummation of a Change in Control (as defined in section 7 below). For purposes of clarification, once shares underlying vested RSUs have been issued and until the expiration of the applicable Holding Period, Grantee shall have all of the rights and privileges of a shareholder with respect to such shares other than the right to sell, transfer, gift, or otherwise divest himself or herself of such shares. Notwithstanding anything herein to the contrary, the Corporation may lift the Holding Period with respect to any shares underlying vested RSUs where the sale of such shares is necessary to satisfy the payment of statutory federal, state and local withholding taxes including, without limitation, social security and medicare taxes. View More

Terms and Conditions. The Grant is subject to the following terms and conditions: a. Time-Based Requirements. The Time-Based RSUs will vest in three installments at the Time Vesting Dates (as defined below), provided that Grantee provides continuous service as a director of has remained continually employed by the Corporation or any of its direct or indirect subsidiaries (individually and collectively, the "Company Group") through the applicable Time Vesting Date (as defined below), as follows: [(a) [ ] (a) [______]... of the Time-Based RSUs will vest at [ ], [______], (b) [ ] [______] of the Time-Based RSUs will vest at [ ], [______], and (c) with respect to [ ] [______] of the Time-Based RSUs will vest at [ ] [______] (each of the dates set forth in clauses (a), (b) and (c) is, as to the corresponding portion of the Time-Based RSUs, a "Time Vesting Date")]. Date"). b. Performance Goals. The Performance-Based RSUs are subject to the performance goals set forth in Exhibit A (the "Performance Goals") and shall vest, in whole or in part, upon the Performance Vesting Date only if the Performance Goals are achieved and the Grantee has provided continuous service as a director of remained continuously employed by the Corporation Company Group through the end of the Service Period, or as otherwise provided herein. The Compensation Committee shall determine within 75 days after the last day of the Service Period whether the Performance Goals have been achieved, in whole or in part, in accordance with Exhibit A attached hereto. The value of any fractional shares will be paid to the Grantee through a separate disbursement. No vesting of Performance-Based RSUs shall be deemed to have occurred unless and until the Compensation Committee certifies in writing as to the portion of Performance Goals that have been achieved. The date on which the Compensation Committee certifies as to the achievement of the Performance Goals and the vesting of the Performance-Based RSUs is referred to in this Agreement as the "Performance Vesting Date". c. No Rights as a Shareholder. Grantee will have no rights or privileges of a shareholder (including but not limited to, no right to vote the shares) with respect to shares underlying RSUs until such RSUs have vested and such shares have been issued. d. Dividend-Equivalents. At the time of issuance of shares underlying vested RSUs pursuant to subsection 2(b) above, the Corporation shall also pay to Grantee an amount equal to the aggregate amount of all dividends declared and paid by the Corporation based on dividend record dates falling between the Date of Grant and the date of issuance in accordance with the number of shares issued. The dividend-equivalents will be reported as W-2 wages and, as such, will be subject to statutory withholding requirements for federal, state and local taxes. The computation set forth in this subparagraph is separate and distinct from the calculations and concepts set forth on Exhibit "A" hereto and the calculations and concepts set forth on Exhibit "A" hereto have no applicability to the calculation of the amount of dividends to be paid by the Corporation pursuant to this subparagraph. e. Holding Period. All vested RSUs will be subject to a holding period ("Holding Period") until the earliest of: i. The two-year anniversary of such Time Vesting Date or Performance Vesting Date, as applicable; ii. The date of the Grantee's death or Disability (as defined in section 5 below); or iii. The date of consummation of a Change in Control (as defined in section 7 below). For purposes of clarification, once shares underlying vested RSUs have been issued and until the expiration of the applicable Holding Period, Grantee shall have all of the rights and privileges of a shareholder with respect to such shares other than the right to sell, transfer, gift, or otherwise divest himself or herself of such shares. Notwithstanding anything herein to the contrary, the Corporation may lift the Holding Period with respect to any shares underlying vested RSUs where the sale of such shares is necessary to satisfy the payment of statutory federal, state and local withholding taxes including, without limitation, social security and medicare taxes. View More

Terms and Conditions. 6.1 The Once certificated, the Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require stockholder vote. 6.2 Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award prior to the vesting date will be distributed to the Participant at within 30 days following the time the respective dividend is declared and paid to stockholders. Any stock dividends declared on shares of Stock... subject to a Restricted Stock Award will be subject to the same restrictions and will vest at the same time as the shares of Restricted Stock from which said dividends were derived. payment date. View More

Terms and Conditions. 6.1 The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require stockholder vote. 6.2 Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award will be distributed to the Participant at the time the dividend is declared and paid to stockholders. Any stock dividends declared on shares of Stock subject to a Restricted Stock Award will be subject to the same restrictions and will vest... at the same time as the shares of Restricted Stock from which said dividends were derived. immediately. View More

Terms and Conditions. 6.1 The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require stockholder shareholder vote. 6.2 Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award will be retained by the Company and distributed to the Participant at the time the dividend is declared and paid to stockholders. Any stock dividends declared on shares of Stock subject to a Restricted Stock Award will be... subject to the same restrictions and will vest at the same time as the shares of Restricted Stock from on which said dividends were derived. such dividend was declared vests. View More

Terms and Conditions. 6.1 The Once certificated, the Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require stockholder vote. 6.2 Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award prior to the vesting date will be distributed to the Participant at within 30 days following the time the respective dividend is declared and paid to stockholders. Any stock dividends declared on shares of Stock... subject to a Restricted Stock Award will be subject to the same restrictions and will vest at the same time as the shares of Restricted Stock from which said dividends were derived. payment date. View More

Terms and Conditions. 6.1 The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require stockholder vote. 6.2 Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award will be distributed to the Participant at the time the dividend is declared and paid to stockholders. Any stock dividends declared on shares of Stock subject to a Restricted Stock Award will be subject to the same restrictions and will vest... at the same time as the shares of Restricted Stock from which said dividends were derived. immediately. View More

Terms and Conditions. 6.1 The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require stockholder shareholder vote. 6.2 Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award will be retained by the Company and distributed to the Participant at the time the dividend is declared and paid to stockholders. Any stock dividends declared on shares of Stock subject to a Restricted Stock Award will be... subject to the same restrictions and will vest at the same time as the shares of Restricted Stock from on which said dividends were derived. such dividend was declared vests. View More