Vesting and Initial Exercisability. 

            Term. 

            Exercise Upon and After Separation from Service.

Separation from Disability or Death.  If you have a Separation from Service as a result of your  Disability or Death, or if you die within 90 days of a Separation from Service, when such Separation from Service is for a reason other than Cause, the unexercised and vested portion of your Option will remain exercisable by you, your estate, the persons who acquired the right to exercise your Option by bequest or inheritance, as applicable, until the earlier of the end of the 180-day period immediately following your Separation from Service or the Expiration Date.  Such portion of your Option shall terminate to the extent not exercised within such period.  Any unvested portion of your Option will terminate and will be forfeited upon such Separation from Service.

Termination for Cause.  If you have a Separation from Service on account of a termination for Cause, your Option will immediately expire on the date of such Separation from Service and you will forfeit all Shares underlying any exercised portion of your Option for which the Company has not delivered certificates, and the Company shall refund to you the Option Price you paid for any such Shares.

Termination for Any Other Reason.  If you have a Separation from Service as a result of any reason other than your Disability, Death or for Cause, any unexercised, vested portion of your Option will remain exercisable until the earlier of the end of the one-year period immediately

following your date of termination or the Expiration Date.  Such portion of your Option shall terminate to the extent not exercised within such period.  Any unvested portion of your Option will terminate and will be forfeited upon such Separation from Service.

            Method of Exercising Your Option. 

Notice and Representation.  When you want to exercise any vested portion of your Option, you must give written notice to the Company’s third party administrator as designated in the exercise instructions provided to you (the “Exercise Instructions”) specifying the number of Shares that you would like to purchase, together with payment of the Option Price in accordance with Section 4(b).  As used in this Section 4, “Option Price” means the product obtained by multiplying the Option Price by the number of Shares you wish to purchase.

Method of Payment.  To exercise your Option, you must pay to the Company’s third party administrator the Option Price, together with the withholding tax due pursuant to the third sentence of this Section 4(b) either: (a) in U.S. dollars via wire transfer of immediately available funds or (b) by any other method of payment that the Committee may approve.  Payment must be made in accordance with the Exercise Instructions.  In addition to payment of the Option Price, you must pay to the Company’s third party administrator any amount of withholding tax that is due as determined by the Company’s third party administrator in accordance with the Exercise Instructions.

            Transferability of Your Option. 

            Incorporation by Reference. 

            Governing Law. 

            Miscellaneous.

The captions of these Terms and Conditions are not part of the provisions hereof and shall have no force or effect.  These Terms and Conditions, as they apply to your Option, may not be amended or modified, except pursuant to a written agreement between you and the Company.  The invalidity or unenforceability of any provision of these Terms and Conditions shall not affect the validity or enforceability of any other provision of these Terms and Conditions.

The Committee may make such rules and regulations and establish such procedures for the administration of your Option and these Terms and Conditions as it deems appropriate.  Without limiting the generality of the foregoing, the Committee may interpret these Terms and Conditions, with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law.  In the event of any dispute or disagreement as to the interpretation of these Terms and Conditions or of any rule, regulation or procedure, or

as to any question, right or obligation arising from or related to these Terms and Conditions, the decision of the Committee shall be final and binding on all persons.

All notices hereunder shall be in writing, and if to the Company or the Committee, shall be delivered to the Board of Directors of the Company or mailed to its principal office, addressed to the attention of the Board of Directors; and if to you, shall be delivered personally, sent by facsimile transmission or mailed to you at the address appearing in the records of the Company.  Such addresses may be changed at any time by written notice to the other party given in accordance with this Section 8(c).

The failure of you or the Company to insist upon strict compliance with any provision of these Terms and Conditions or the Plan, or to assert any right that you or the Company, respectively, may have under these Terms and Conditions or the Plan, shall not be deemed to be a waiver of such provision or right or any other provision or right of these Terms and Conditions or the Plan.

Nothing in these Terms and Conditions shall confer on you the right to continue in the service or employment of the Company or interfere in any way with the right of the Company and its stockholders to terminate your service or employment at any time.