Exhibit 10.1

		STOCK OPTION AWARD AGREEMENT

The Option may be exercised as to any portion of the Option that is vested.

Termination of Employment. Upon the Employee’s Termination of Employment, any remaining unvested portion of the Option shall cease vesting immediately, and shall be irrevocably forfeited on the 30th day following the Employee’s Termination of Employment, unless vesting is accelerated as provided below. At any time within a period of 90 days after a Termination of Employment other than for death or Disability, the Employee may exercise the vested portion of the Option (unless terminated earlier by expiration of the Option term under Section 1).

Retirement or Involuntary Termination Without Cause. In the event the Employee incurs an involuntary Termination of Employment by the Company without Cause, or a voluntary Termination of Employment by reason of the Employee’s Retirement, the Committee reserves the right, exercisable by the Committee prior to or within 30 days following the date of the Employee’s Termination of Employment, to cause vesting of the remaining unvested Option to be accelerated, in whole or in part, as of the date of such Termination of Employment.

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Disability or Death. In the event the Employee incurs a Termination of Employment by reason of the Employee’s Disability or death, any remaining unvested portion of the Option shall vest as of the date of such Disability or death. At any time within a period of one year after the Employee’s date of termination for Disability or death, as applicable, the Employee or the personal representatives or administrators of the Employee’s estate, as applicable, may exercise the Option (unless terminated earlier by expiration of the Option term under Section 1).

Change in Control. In the event of a Change in Control of the Company and the Employee simultaneously or subsequently incurs a Termination of Employment by the Company without Cause or by the Employee for Good Reason, any remaining unvested portion of the Option shall vest as of the date of such Termination of Employment.

Any portion of the Option that remains unexercised as of the expiration of the exercise periods allowed under this Section 2 shall terminate. The terms “Cause,” “Good Reason,” and “Termination of Employment” are defined in the attached Exhibit A.

Notwithstanding the foregoing, if the Employee resides or is employed in a country where the local foreign exchange rules and regulations either preclude the remittance of currency out of the country for purposes of paying the purchase price, or require the Company and/or the Employee to secure any legal or regulatory approvals, complete any legal or regulatory filings, or undertake any additional steps for remitting currency out of the country, or to facilitate administration of the Plan, the Committee may restrict the method of exercise to a form of cashless exercise (as it determines in its sole discretion). Alternatively, the Committee may require the Employee to sell any Shares the Employee acquires under the Plan immediately or within a specified period following a Termination of Employment (in which case, this Agreement shall give the Company authority to issue sale instructions on the Employee’s behalf).

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EXHIBIT A

DEFINED TERMS USED IN THE

STOCK OPTION AWARD AGREEMENT

The following terms used in this Agreement have the following meanings:

“Cause” shall mean:

(i) the willful and continued failure by the Employee substantially to perform his or her duties and obligations (other than any such failure resulting from his or her incapacity due to physical or mental illness or any such actual or anticipated failure resulting from the Employee’s termination for Good Reason),

(ii) the Employee’s conviction or plea bargain of any felony or gross misdemeanor involving moral turpitude, fraud or misappropriation of funds, or

(iii) the willful engaging by the Employee in misconduct which causes substantial injury to the Company or its Affiliates, its other employees or the employees of its Affiliates or its clients or the clients of its Affiliates, whether monetarily or otherwise. For purposes of this paragraph, no action or failure to act on the Employee’s part shall be considered “willful” unless done, or omitted to be done, by the Employee in bad faith and without reasonable belief that his or her action or omission was in the best interests of the Company.

“Good Reason” shall mean the occurrence of any of the following events, in each case, after the Employee has provided written notice to the Company within 30 days of the occurrence of such event and the Company has failed to cure, to the Employee’s reasonable satisfaction, the cause of such event within 30 days after the date of such written notice (and the Employee terminates employment within 30 days of the expiration of such cure period), except for the occurrence of such an event in connection with the termination or reassignment of the Employee’s employment by the Company (or any Affiliate then employing the Employee) for Cause, for Disability or for death:

(i) the assignment to the Employee of employment duties or responsibilities which are not at least of materially comparable responsibility and status as the employment duties and responsibilities held by the Employee immediately prior to a Change in Control, or any removal of the Employee from or any failure to reelect or reappoint the Employee to any positions held by the Employee immediately prior to a Change in Control, except in connection with the termination of his or her employment for Disability, Retirement or Cause, or as a result of the Employee’s death, or by the Employee other than for Good Reason;

(ii) a material reduction by the Company (or any Affiliate then employing the Employee) in the Employee’s base salary as in effect immediately prior to a Change in Control or as the same may be increased from time to time during the term of this Agreement; or

(iii) the Company’s (or any Affiliate then employing the Employee) requiring the Employee to be based anywhere other than within 50 miles of the Employee’s office location immediately prior to a Change in Control, except for requirements of temporary travel on the Company’s business to an extent substantially consistent with the Employee’s business travel obligations immediately prior to a Change in Control.

“Termination of Employment” shall mean the Employee’s termination of employment with the Company and all Affiliates. For avoidance of doubt, if the Employee is employed by an Affiliate that is sold or otherwise ceases to be an Affiliate of the Company, the Employee shall incur a Termination of Employment.

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