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   the date of such termination, at any time within one year aftersuch termination but not after the expiration of the ten-year period; and  (c) if said employment terminates less than ten years from the date hereof byreason of Employee’s death, then the executor or administrator of Employee’s estate oranyone who shall have acquired this option by will or pursuant to the laws of descentand distribution may exercise this option, to the extent Employee was entitled to do soon the date of his death, at any time within one year after such death but not afterthe expiration of the ten-year period.Notwithstanding any other provision of this Agreement, the option granted hereunder shall terminateimmediately upon the Employee’s termination of employment on account of fraud, dishonesty or theperformance of other acts detrimental to the Company. A transfer of employment withoutinterruption of service between or among the Company and any of its Affiliates shall not beconsidered a termination of employment for purposes of thisAgreement. This option is intended to qualify as an incentive stock option as defined in Internal Revenue Code Section 422.     3. Exercise During Employment. Except as provided in Section 2 hereof, this optionmay not be exercised unless Employee is at the time of exercise an employee of the Company or anAffiliate.     4. Vesting. Subject to the provisions of Sections 2 and 3 hereof, this option mayonly be exercised in accordance with the following: (a) a number of whole shares of Common Stock which does not exceed twenty percentof the shares of Common Stock in respect of which this option is granted may bepurchased in whole at any time, or in part from time to time, on or after the firstanniversary of the date of this Agreement;  (b) an additional number of whole shares of Common Stock which does not exceedtwenty percent of the shares of Common Stock in respect of which this option is grantedmay be purchased in whole at any time, or in part from time to time, on or after thesecond anniversary of the date of this Agreement;  (c) an additional number of whole shares of Common Stock which does not exceedtwenty percent of the shares of Common Stock in respect of which this option is grantedmay be purchased in whole at any time, or in part from time to time, on or after thethird anniversary of the date of this Agreement;  (d) an additional number of whole shares of Common Stock which does not exceedtwenty percent of the shares of Common Stock in respect of which this option is grantedmay be purchased in whole at any time, or in part from time to time, on or after thefourth anniversary of the date of this Agreement; and  (e) the remaining shares of Common Stock in respect of which this option is grantedmay be purchased in whole at any time, or in part from time to time, on or after thefifth anniversary of the date of this Agreement;provided, however, that notwithstanding the foregoing vesting schedule, allremaining shares of Common Stock in respect of which this option is granted that have not otherwisevested pursuant to this Section 4 shall immediately vest and may be purchased in whole at any time,or in part from time to time, within the time periods permitted under Section 2, upon the earlierof the following: (i) in the event of a Change in Control, or (ii) Employee’s termination ofemployment with the Company and its Affiliates on or after the date Employee has attained age 60and reached the 10th anniversary of his or her most recent date of hire with the Companyand its Affiliates.     5. Manner of Exercise and Payment. This option may be exercised by written noticesigned by the person entitled to exercise the same and delivered to the President of the Company orsent by United States registered mail addressed to the Company (for the attention of the President)at its corporate office in McKinney, Texas. Such notice shall state the number of shares of CommonStock as to which the option is exercised and shall be accompanied by the full amount of thepurchase price of such shares. The purchase price for the option shares may be paid in cash or, inwhole or in part, by the surrender of issued and outstanding shares of Common Stock of the Companyalready owned by the Employee held for at least six months free of any restrictions which shall becredited against the purchase price at the Fair Market Value of the shares surrendered on the dateof exercise of the option. In addition, with the approval of the 2010 Stock Option Plan Committee,the exercise price may be paid by delivery to the Company or its designated agent of an irrevocableoption exercise form together with irrevocable instructions to a broker-dealer to sell or margin asufficient portion of the shares with respect to which the option isexercised and deliver the sale or margin loan proceeds directly to the Company to pay for theexercise price and any required withholding taxes.
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     6. Delivery of Shares. Delivery of the certificates representing the shares of CommonStock purchased upon exercise of this option shall be made promptly after receipt of notice ofexercise and payment of the purchase price and the amount of any withholding taxes to the Company,if required, provided that the Company shall have such time as it reasonably deems necessary toqualify or register such shares under any law or governmental rule or regulation that it deemsnecessary or desirable.     7. Adjustments. In the event that, before delivery by the Company of all the sharesof Common Stock in respect of which this option is granted, the Company shall have effected aCommon Stock split or dividend payable in Common Stock, or the outstanding Common Stock of theCompany shall have been combined into a smaller number of shares, the shares of Common Stock stillsubject to this option shall be increased or decreased to reflect proportionately the increase ordecrease in the number of shares outstanding, and the purchase price per share shall be decreasedor increased to make the aggregate purchase price for all the shares then subject to this optionthe same as immediately prior to such stock split, stock dividend or combination. In the event ofa reclassification of the shares of Common Stock not covered by the foregoing, or in the event of aliquidation or reorganization (including a merger, consolidation, spin-off or sale of assets) ofthe Company or an Affiliate, the Board of Directors of the company shall make such adjustments, ifany, as it may deem appropriate in the number, purchase price and kind of shares still subject tothis option.     8. Transferability. This option is not transferable otherwise than by will and thelaws of descent and distribution and during the lifetime of Employee is exercisable only byEmployee or, if Employee is legally incompetent, by Employee’s legal representative.     9. Employment. As consideration for the Company’s grant of this option, Employeeagrees not to leave the employ of the Company or any Affiliate voluntarily for a period of one yearafter the date of this Agreement. Nothing in this Agreement, however, confers upon Employee anyright to continue in the employ of the Company or any Affiliate, nor shall this Agreement interferein any manner with the right of the Company or any Affiliate to terminate the employment ofEmployee with or without cause at any time.     10. Notice of Disposition. As consideration for the Company’s grant of this option,Employee agrees that if and when Employee disposes of any shares of Common Stock purchased byEmployee pursuant to this option, Employee shall promptly notify the Company of such disposition,including the identity of the transferee of such shares of Common Stock and the considerationreceived for the transfer of such shares.     11. Option Subject to Plan. By execution of this Agreement, Employee agrees that thisoption and the shares of Common Stock to be received upon exercise hereof shall be governed by andsubject to all applicable provisions of the Plan.     12. Construction. This Agreement is governed by, and shall be construed and enforcedin accordance with, the laws of the State of Texas. Words of any gender used in this Agreementshall be construed to include any other gender, unless the context requires otherwise. Theheadings of the various sections of this Agreement are intended for convenience of reference onlyand shall not be used in construing the terms hereof.     13. Application of Section 409A of the Internal Revenue Code. Options grantedpursuant to this Agreement are intended to be exempt from the requirements of Section 409A of theInternal Revenue Code of 1986, as amended, and this Agreement shall be interpreted in a mannerconsistent with that intent; however, the Company makes no representation or guarantee as to thetax consequences of this Agreement.
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.      **The “Company”**ENCORE WIRE CORPORATION