exh10b1-xxv.htm


    ALEXANDER
& BALDWIN, INC.

    EXECUTIVE STOCK OPTION
AGREEMENT

     

    RECITALS

     

    A.           The
Corporation has implemented the Plan for the purpose of providing eligible
persons in the Corporation’s service with the opportunity to participate in one
or more cash or equity incentive compensation programs designed to encourage
them to continue their service relationship with the Corporation.

     

    B.           Optionee
is to render valuable services to the Corporation (or any Parent or Subsidiary),
and this Agreement is executed pursuant to, and is intended to carry out the
purposes of, the Plan in connection with the Corporation’s grant of an option to
Optionee.

     

    C.           All
capitalized terms in this Agreement shall have the meaning assigned to them in
the attached Appendix.

     

    NOW, THEREFORE, it is hereby
agreed as follows:

     

    1. Grant of
Option.  The Corporation hereby grants to Optionee, as of the
Grant Date, an option to purchase up to the number of Option Shares specified in
the Grant Notice.  The Option Shares shall be purchasable from time to
time during the option term specified in Paragraph 2 at the Exercise
Price.

     

    2. Option
Term.  The term of this option shall commence on the Grant Date
and continue in effect until the close of business on the Expiration Date,
unless sooner terminated in accordance with Paragraph 5 or 6.

     

    3. Limited
Transferability.

     

    (a) Except to
the limited extent provided in Paragraph 3(b), this option shall be neither
transferable nor assignable by Optionee other than by will or the laws of
inheritance following Optionee’s death and may be exercised, during Optionee’s
lifetime, only by Optionee.  However, Optionee may designate one or
more persons as the beneficiary or beneficiaries of this option, and this option
shall, in accordance with such designation, automatically be transferred to such
beneficiary or beneficiaries upon the Optionee’s death while holding this
option.  Such beneficiary or beneficiaries shall take the transferred
option subject to all the terms and conditions of this Agreement, including
(without limitation) the limited time period during which this option may,
pursuant to Paragraph 5, be exercised following Optionee’s death.

     

    (b) This
option may be assigned in whole or in part during Optionee’s lifetime to a
revocable living trust established for the exclusive benefit of Optionee or
Optionee and his or her spouse (the “Trust”).  The assigned portion
shall be exercisable only by the Trust, and the terms applicable to that
assigned portion shall be the same as those in effect for this option
immediately prior to such assignment.

     

    4. Dates of
Exercise.  This option shall become exercisable for the Option
Shares in one or more installments in accordance with the Exercise Schedule set
forth in the Grant Notice.  As the option becomes exercisable for such
installments, those installments shall accumulate, and the option shall remain
exercisable for the accumulated installments until the Expiration Date or sooner
termination of the option term under Paragraph 5 or 6.

     

    5. Cessation
of Service.  The option term specified in Paragraph 2 shall
terminate (and this option shall cease to be outstanding) prior to the
Expiration Date should any of the following provisions become
applicable:

     

    (a) Except as
otherwise expressly provided in subparagraphs (b) through (e) of this Paragraph
5, should Optionee cease to remain in Service for any reason  while
this option is outstanding, then Optionee (or any Trust to which this option is
transferred pursuant to a permitted transfer under Paragraph 3) shall have a
three (3)-month period measured from the date of such cessation of Service
during which to exercise this option for any or all of the Option Shares for
which this option is vested and exercisable at the time of Optionee’s cessation
of Service, but in no event shall this option be exercisable at any time after
the Expiration Date.

     

    (b) Should
Optionee’s Service terminate by reason of his or her death  while this
option is outstanding, then this option, to the extent not otherwise at that
time vested and exercisable for all the Option Shares, shall immediately vest
and become exercisable for all the Option Shares.  Upon Optionee’s
death (whether before or after termination of Service) this option may be
exercised, for any or all of the Option Shares for which this option is vested
and exercisable at the time of Optionee’s cessation of Service (including any
Option Shares which vest on an accelerated basis should such cessation of
Service occur by reason of Optionee’s death), by (i) the personal representative
of Optionee’s estate or (ii) the person or persons to whom the option is
transferred pursuant to Optionee’s will or the laws of inheritance following
Optionee’s death or (iii) any Trust to which the option is transferred during
Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3, as the
case may be. However, if Optionee dies while holding this option and has an
effective beneficiary designation in effect for this option at the time of his
or her death, then the designated beneficiary or beneficiaries shall have the
exclusive right to exercise this option following Optionee’s
death.  Any such right to exercise this option shall lapse, and this
option shall cease to be outstanding, upon the earlier of (i) the expiration of
the twelve (12)-month period measured from the date of Optionee’s death or (ii)
the Expiration Date.  Upon the expiration of such limited exercise
period or (if earlier) upon the Expiration Date, this option shall terminate and
cease to be outstanding for any exercisable Option Shares for which the option
has not otherwise been exercised.

     

    (c) Should
Optionee cease Service by reason of Early Retirement,  Normal
Retirement or Permanent Disability while this option is outstanding, then
Optionee (or any Trust to which this option is transferred pursuant to a
permitted transfer under Paragraph 3) shall have a thirty-six (36)-month period
measured from the date of such cessation of Service during which to exercise
this option for (i) any or all Option Shares for which this option is vested and
exercisable at the time of such cessation of Service and (ii) any additional
Option Shares for which this option vests and becomes exercisable during such
thirty-six (36)-month period.  In no event, however, shall this option
be exercisable at any time after the Expiration Date. To the extent this option
is not otherwise vested and exercisable for all of the Option Shares at the time
of Optionee’s cessation of Service by reason of Early Retirement, Normal
Retirement or Permanent Disability, this option shall, during the limited period
of post-Service exercisability following such cessation of Service, continue to
vest and become exercisable for one or more additional Option Shares in
accordance with the Exercise Schedule specified in the Grant Notice or the
special vesting acceleration provisions of Paragraph 6, as if Optionee continued
in Service throughout that limited exercise period. Upon the expiration of such
limited exercise period or (if earlier) upon the Expiration Date, this option
shall terminate and cease to be outstanding for any exercisable Option Shares
for which the option has not otherwise been exercised.

     

    (d) The
applicable period of post-Service exercisability in effect pursuant to the
foregoing provisions of this Paragraph 5 shall automatically be extended by an
additional period of time equal in duration to any interval within such
post-Service exercise period during which the exercise of this option or the
immediate sale of the Option Shares acquired under this option cannot be
effected in compliance with applicable federal and state securities laws, but in
no event shall such an extension result in the continuation of this option
beyond the Expiration Date.

     

    (e) Should
Optionee's Service be terminated for Cause, or should Optionee (i) engage
in any post-Service activity, whether as an Employee, consultant or advisor or
in any other capacity, that is competitive with the business operations of the
Corporation (or any Subsidiary or Parent) or (ii) engage in any other
conduct, while in Service or following cessation of Service, that is materially
detrimental to the business or affairs of the Corporation (or any Subsidiary or
Parent), as determined in the sole discretion of the Plan Administrator, then
this option, whether or not vested and exercisable, shall terminate immediately
and cease to be outstanding.

     

    (f)  Except
as otherwise expressly provided in the preceding subparagraphs of this Paragraph
5, during the limited period of post-Service exercisability, this option may not
be exercised in the aggregate for more than the number of Option Shares for
which this option is, at the time of Optionee’s cessation of Service, vested and
exercisable pursuant to the Exercise Schedule specified in the Grant Notice or
the special vesting acceleration provisions of Paragraph 6.  Except as
otherwise provided in this Paragraph 5 or except to the extent (if any)
specifically authorized by the Plan Administrator pursuant to an express written
agreement with the Optionee, this option shall not vest or become exercisable
for any additional Option Shares, whether pursuant to the normal Exercise
Schedule specified in the Grant Notice or the special vesting acceleration
provisions of Paragraph 6, following the Optionee’s cessation of
Service.  Upon the expiration of such limited exercise period or (if
earlier) upon the Expiration Date, this option shall terminate and cease to be
outstanding for any exercisable Option Shares for which the option has not
otherwise been exercised.

     

    6. Special
Acceleration of Option.

     

    (a) This
option, to the extent outstanding at the time of an actual Change in Control but
not otherwise fully exercisable, shall automatically accelerate so that this
option shall, immediately prior to the effective date of such Change in Control,
become exercisable for all of the Option Shares at the time subject to this
option and may be exercised for any or all of those Option Shares as fully
vested shares of Common Stock.  However, this option shall not become
exercisable on such an accelerated basis, if and to the extent: (i) this option
is to be assumed by the successor corporation (or parent thereof) or is
otherwise to be continued in full force and effect pursuant to the terms of the
Change in Control transaction or (ii) this option is to be replaced with a cash
retention program of the successor corporation which preserves the spread
existing at the time of the Change in Control on any Option Shares for which
this option is not otherwise at that time vested and exercisable (the excess of
the Fair Market Value of those Option Shares over the aggregate Exercise Price
payable for such shares) and provides for subsequent vesting and payout of that
spread, over Optionee’s period of continued Service, at the same time or times
as this option would have vested and become exercisable for those Option Shares
in accordance with the Exercise Schedule set forth in the Grant Notice.
Notwithstanding the foregoing, no such cash retention program shall be
established for this option (or any other option granted to Optionee under the
Plan) to the extent such program would otherwise be deemed to constitute a
deferred compensation arrangement subject to the requirements of Code Section
409A and the Treasury Regulations thereunder.

     

    (b) Immediately
following the Change in Control, this option shall terminate and cease to be
outstanding, except to the extent assumed by the successor corporation (or
parent thereof) or otherwise continued in effect pursuant to the terms of the
Change in Control transaction.

     

    (c) If this
option is assumed in connection with a Change in Control or otherwise continued
in effect, then this option shall be appropriately adjusted, immediately after
such Change in Control, to apply to the number and class of securities into
which the shares of Common Stock subject to this option would have been
converted in consummation of such Change in Control had those shares actually
been outstanding at the time. Appropriate adjustments shall also be made to the
Exercise Price, provided the aggregate Exercise Price shall remain the same. To
the extent the actual holders of the Corporation’s outstanding Common Stock
receive cash consideration for their Common Stock in consummation of the Change
in Control, the successor corporation may, in connection with the assumption or
continuation of this option but subject to the Plan Administrator’s approval
prior to the Change in Control, substitute one or more shares of its own common
stock with a fair market value equivalent to the cash consideration paid per
share of Common Stock in such Change in Control, provided such common stock is
readily tradable on an established U.S. securities exchange or
market.

     

    (d) Immediately
upon an Involuntary Termination of Optionee’s Service as an Employee within
twenty-four (24) months following a Change in Control in which this option is
assumed or otherwise continued in effect, this option, to the extent outstanding
at the time but not otherwise fully exercisable, shall automatically accelerate
so that this option shall become immediately exercisable for all the Option
Shares at the time subject to the option and may be exercised for any or all of
those Option Shares as fully vested shares. Should this option be replaced with
a cash retention program in accordance with Paragraph 6(a), then the balance
credited to Optionee under that program at the time of such Involuntary
Termination shall vest and be immediately paid to Optionee in a lump sum,
subject to the Corporation’s collection of all applicable withholding taxes;
provided,
however, that Optionee shall be entitled to such payment only if the
Optionee’s Involuntary Termination occurs within twenty-four (24) months
following the Change in Control.

     

    (e) This
Agreement shall not in any way affect the right of the Corporation to adjust,
reclassify, reorganize or otherwise change its capital or business structure or
to merge, consolidate, dissolve, liquidate or sell or transfer all or any part
of its business or assets.

     

    7. Adjustment
in Option Shares.  Should any change be made to the Common
Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares, spin-off transaction, extraordinary
dividend or distribution or other change affecting the outstanding Common Stock
as a class without the Corporation’s receipt of consideration, or should the
value of outstanding shares of Common Stock be substantially reduced as a result
of a spin-off transaction or an extraordinary dividend or distribution, or
should there occur any merger, consolidation or other reorganization, then
equitable adjustments shall be made by the Plan Administrator to (i) the total
number and/or class of securities subject to this option and (ii) the Exercise
Price. The adjustments shall be made in such manner as the Plan Administrator
deems appropriate in order to reflect such change and thereby prevent the
dilution or enlargement of benefits hereunder, and those adjustments shall be
final, binding and conclusive upon Optionee and any other person or persons
having an interest in the option. In the event of any Change in Control
transaction, the adjustment provisions of Paragraph 6(c) shall be
controlling.

     

    8. Stockholder
Rights.  The holder of this option shall not have any
stockholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price and become a holder of record
of the purchased shares.

     

    9. Manner of
Exercising Option.

     

    (a) In order
to exercise this option with respect to all or any part of the Option Shares for
which this option is at the time exercisable, Optionee (or any other person or
persons exercising the option) must take the following actions:

     

    (i) Execute
and deliver to the Corporation a Notice of Exercise as to the Option Shares for
which the option is exercised or comply with such other procedures as the
Corporation may establish for notifying the Corporation of the exercise of this
option for one or more Option Shares.

     

    (ii) Pay the
aggregate Exercise Price for the purchased shares in one or more of the
following forms:

     

    (A) cash or
check made payable to the Corporation;

     

    (B) shares of
Common Stock (whether delivered in the form of actual stock certificates or
through attestation of ownership in a manner reasonably satisfactory to the
Corporation) held for the requisite period (if any) necessary to avoid any
resulting charge to the Corporation’s earnings for financial reporting purposes
and valued at Fair Market Value on the Exercise Date; or

     

    (C) through a
special sale and remittance procedure pursuant to which Optionee (or any other
person or persons exercising the option) shall concurrently provide irrevocable
instructions (i) to a brokerage firm (reasonably satisfactory to the Corporation
for purposes of administering such procedure in accordance with the
Corporation’s pre-clearance/pre-notification policies) to effect the immediate
sale of the purchased shares and remit to the Corporation, out of the sale
proceeds available on the settlement date, sufficient funds to cover the
aggregate Exercise Price payable for the purchased shares plus all applicable
Withholding Taxes required to be withheld by the Corporation by reason of such
exercise and (ii) to the Corporation to deliver the certificates for the
purchased shares directly to such brokerage firm on such settlement date in
order to complete the sale.

     

    Except to
the extent the sale and remittance procedure is utilized in connection with the
option exercise, payment of the Exercise Price must accompany the Notice of
Exercise (or other notification procedure) delivered to the Corporation in
connection with the option exercise.

     

    (iii) Furnish
to the Corporation appropriate documentation that the person or persons
exercising the option (if other than Optionee) have the right to exercise this
option.

     

    (b) As soon
as practical after the Exercise Date, the Corporation shall issue to or on
behalf of Optionee (or any other person or persons exercising this option) a
certificate for the purchased Option Shares (either in paper or electronic
form), with the appropriate legends affixed thereto: provided,
however, that in the event this option is exercised other than pursuant
to the sale and remittance procedure described in Paragraph 9(a)(ii)(C),
ownership of the purchased Option Shares shall only be noted as a book entry,
and no certificates for the purchased shares shall actually be issued unless and
until expressly requested by Optionee or any other person having an interest at
the time in those shares.

     

    (c) In no
event may this option be exercised for any fractional shares.

     

    10. Compliance
with Laws and Regulations.

     

    (a) The
exercise of this option and the issuance of the Option Shares upon such exercise
shall be subject to compliance by the Corporation and Optionee with all
applicable requirements of law relating thereto and with all applicable
regulations of any Stock Exchange on which the Common Stock may be listed for
trading at the time of such exercise and issuance.

     

    (b) The
inability of the Corporation to obtain approval from any regulatory body having
authority deemed by the Corporation to be necessary to the lawful issuance and
sale of any Common Stock pursuant to this option shall relieve the Corporation
of any liability with respect to the non-issuance or sale of the Common Stock as
to which such approval shall not have been obtained.  The Corporation,
however, shall use its best efforts to obtain all such approvals.

     

    11. Successors
and Assigns.  Except to the extent otherwise provided in
Paragraphs 3 and 6, the provisions of this Agreement shall inure to the benefit
of, and be binding upon, the Corporation and its successors and assigns and
Optionee, Optionee’s assigns, the legal representatives, heirs and legatees of
Optionee’s estate and any beneficiaries of this option designated by
Optionee.

     

    12. Change in
Control Benefits Agreement.  Notwithstanding anything
to the contrary in this Agreement, if Optionee is, at the time of a change in
control or ownership of the Corporation (whether or not that transaction
constitutes a Change in Control hereunder), a party to a Change in Control
Benefits Agreement with the Corporation, then the provisions of that agreement
shall (to the extent applicable to this option) govern Optionee’s rights and
benefits with respect to the option evidenced by this Agreement, and in the
event of any conflict between the provisions of that Change in Control Benefits
Agreement and this Agreement, the provisions of the Change in Control Benefits
Agreement shall be controlling.

     

    13. Notices.  Any
notice required to be given or delivered to the Corporation under the terms of
this Agreement shall be in writing and addressed to the Corporation at its
principal corporate offices.  Any notice required to be given or
delivered to Optionee shall be in writing and addressed to Optionee at the
address indicated below Optionee’s signature line on the Grant
Notice.  All notices shall be deemed effective upon personal delivery
or upon deposit in the U.S. mail, postage prepaid and properly addressed to the
party to be notified.

     

    14. Construction.  This
Agreement and the option evidenced hereby are made and granted pursuant to the
Plan and are in all respects limited by and subject to the terms of the Plan and
any applicable Change in Control Benefits Agreement.  All decisions of
the Plan Administrator with respect to any question or issue arising under the
Plan or this Agreement shall be conclusive and binding on all persons having an
interest in this option.

     

    15. Governing
Law.  The interpretation, performance and enforcement of this
Agreement shall be governed by the laws of the State of Hawaii without resort to
that State’s conflict-of-laws rules.

     

    16. Excess
Shares.  If the Option Shares covered by this Agreement exceed,
as of the Grant Date, the number of shares of Common Stock which may without
stockholder approval be issued under the Plan, then this option shall be void
with respect to those excess shares, unless stockholder approval of an amendment
sufficiently increasing the number of shares of Common Stock issuable under the
Plan is obtained in accordance with the provisions of the Plan.  In no
event shall the Option be exercisable with respect to any of the excess Option
Shares unless and until such stockholder approval is obtained.

     

    17. Withholding
Taxes.

     

    (a) The
Corporation’s obligation to deliver shares of Common Stock upon the exercise of
this option shall be subject to the Corporation’s collection of all applicable
Withholding Taxes.

     

    (b) Unless
Optionee (i) otherwise makes satisfactory arrangements with the Corporation’s
Human Resources Department, on or before the expiration of the designated
notification period preceding the exercise of this option, to pay the applicable
Withholding Taxes through the delivery of  a check or wire transfer
payable to the Corporation in the amount of such Withholding Taxes and (ii) in
fact delivers such check or wire transfer to the Corporation not later than the
exercise date of the option, the Corporation shall collect the applicable
Withholding Taxes through the following automatic share withholding
method:

     

    -           The
Corporation shall with­hold, at the time of the option exercise, a portion
of the purchased Option Shares with an aggregate Fair Market Value (measured on
the exercise date) equal to the applicable Withholding Taxes; provided,
however, that the number of the Option Shares so withheld shall not
exceed in Fair Market Value the amount necessary to satisfy the Corporation’s
required tax withholding obligations using the minimum statutory withholding
rates for federal and state tax purposes, including payroll taxes, that are
applicable to supplemental taxable income.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    APPENDIX

     

    The
following definitions shall be in effect under the Agreement:

     

    A. Agreement
shall mean this Stock Option Agreement.

     

    B. Board
shall mean the Corporation’s Board of Directors.

     

    C. Cause  the commission of any
act of fraud, embezzlement or dishonesty by Optionee, any unauthorized use or
disclosure by Optionee of confidential information or trade secrets of the
Corporation (or any Parent or Subsidiary), or any other intentional misconduct
by Optionee adversely affecting the business or affairs of the Corporation (or
any Parent or Subsidiary) in a material manner; provided,
however, that in the event Optionee is, at the time the Corporation (or
any Parent or Subsidiary) purports to terminate Optionee’s Employee status for
Cause, a party to a Change in Control Benefits Agreement applicable to the
option evidenced by this Agreement, the term Cause shall have the meaning
ascribed to that term in such Change in Control Benefits Agreement. The
foregoing definition shall not in any way preclude or restrict the right of the
Corporation (or any Parent or Subsidiary) to discharge or dismiss Optionee or
any other person in the Service of the Corporation (or any Parent or Subsidiary)
for any other acts or omissions, but such other acts or omissions shall not be
deemed, for purposes of the Plan or this Agreement, to constitute grounds for
termination for Cause.

     

    D. Change in
Control shall mean a change in ownership or control of the Corporation
effected through any of the following transactions:

     

    (i) a merger,
consolidation or other reorganization approved by the Corporation’s
stockholders, unless securities
representing more than fifty percent (50%) of the total combined voting power of
the voting securities of the successor corporation are immediately thereafter
beneficially owned, directly or indirectly and in substantially the same
proportion, by the persons who beneficially owned the Corporation’s outstanding
voting securities immediately prior to such transaction,

     

    (ii) a sale,
transfer or other disposition of all or substantially all of the Corporation’s
assets,

     

    (iii) the
closing of any transaction or series of related transactions pursuant to which
any person or any group of persons comprising a “group” within the meaning of
Rule 13d-5(b)(1) of the 1934 Act (other than the Corporation or a person that,
prior to such transaction or series of related transactions, directly or
indirectly controls, is controlled by or is under common control with, the
Corporation) acquires directly or indirectly (whether as a result of a single
acquisition or by reason of one or more acquisitions within the twelve
(12)-month period ending with the most recent acquisition) beneficial ownership
(within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing (or
convertible into or exercisable for securities possessing) thirty-five percent
(35%) or more of the total combined voting power of the Corporation’s securities
(as measured in terms of the power to vote with respect to the election of Board
members) outstanding immediately after the consummation of such transaction or
series of related transactions, whether such transaction involves a direct
issuance from the Corporation or the acquisition of outstanding securities held
by one or more of the Corporation’s existing stockholders, or

     

    (iv) a change
in the composition of the Board over a period of twelve (12) consecutive months
or less such that a majority of the Board members ceases, by reason of one or
more contested elections for Board membership, to be comprised of individuals
who either (A) have been Board members continuously since the beginning of such
period or (B) have been elected or nominated for election as Board members
during such period by at least a majority of the Board members described in
clause (A) who were still in office at the time the Board approved such election
or nomination;

     

    provided,
however, that in the event Optionee is a party to a Change in Control
Benefits Agreement applicable to the  option evidenced by this
Agreement, the term Change in
Control shall have the meaning ascribed to that term in such Change in
Control Benefits Agreement.

     

    E. Change in
Control Benefits Agreement shall mean
any separate agreement between Optionee and the Corporation which provides
Optionee with special vesting acceleration and/or other special benefits with
respect to one or more option grants made to Optionee to purchase shares of
Common Stock, including (to the extent applicable) the option evidenced by this
Agreement, in the event of a change in control or ownership of the Corporation
(whether or not constituting a Change in Control
hereunder).

     

    F. Code
shall mean the Internal Revenue Code of 1986, as amended.

     

    G. Common
Stock shall mean shares of the Corporation’s common stock.

     

    H. Corporation
shall mean Alexander & Baldwin, Inc., a Hawaii corporation, and any
successor corporation to all or substantially all of the assets or voting stock
of Alexander & Baldwin, Inc. which shall by appropriate action adopt the
Plan.

     

    I. Early
Retirement shall mean Optionee’s retirement
from Service, with the prior approval of the Corporation (or the Parent or
Subsidiary employing Participant) on or after the attainment of age fifty-five
(55) and the completion of at least five (5) years of
Service.

     

    J. Employee
shall mean an individual who is in the employ of the Corporation (or any Parent
or Subsidiary), subject to the control and direction of the employer entity as
to both the work to be performed and the manner and method of
performance.

     

    K. Exercise
Date shall mean the date on which the option shall have been exercised in
accordance with Paragraph 9 of the Agreement.

     

    L. Exercise
Price shall mean the exercise price per Option Share as specified in the
Grant Notice.

     

    M. Exercise
Schedule shall mean the schedule set forth in the Grant Notice pursuant
to which the option is to vest and become exercisable for the Option Shares in
one or more installments over the Optionee’s period of Service.

     

    N. Expiration
Date shall mean the date on which the option expires as specified in the
Grant Notice.

     

    O. Fair
Market Value per share of Common Stock on any relevant date shall be the
closing selling price per share of Common Stock at the close of regular hours
trading (i.e., before after-hours trading beings) on date in question on the
Stock Exchange serving as the primary market for the Common Stock, as such price
is reported by the National Association of Securities Dealers (if primarily
traded on the Nasdaq Global Select Market) or as officially quoted in the
composite tape of transactions on any other Stock Exchange on which the Common
Stock is then primarily traded.  If there is no closing selling price
for the Common Stock on the date in question, then the Fair Market Value shall
be the closing selling price on the last preceding date for which such quotation
exists.

     

    P. Good
Reason shall mean
the occurrence of any of the following events effected
without Optionee’s consent: (A) a change in Optionee’s position with the
Corporation (or any Parent or Subsidiary employing Optionee) which materially
reduces Optionee’s duties and responsibilities or the level of management to
which Optionee reports, (B) a relocation of Optionee’s principal place of
employment by more than fifty (50) miles, (C) a reduction in Optionee’s level of
compensation, as measured in terms of base salary, fringe benefits, target
annual incentive payment, by more than ten percent (10%) or (D) the failure by
the Corporation to continue in effect any stock option or other equity-based
plan in which Optionee is participating, or in which Optionee is entitled to
participate, immediately prior to a change in control of the Corporation, unless
an equitable arrangement (embodied in an ongoing substitute or alternative plan)
has been made with respect to such plan; or the failure by the Corporation to
continue Optionee’s participation therein (or in such substitute or alternative
plan) on a substantially equivalent basis, both in terms of the amount or timing
of payment of benefits provided and the level of Optionee’s participation
relative to other participants, as existed immediately prior to the change in
control of the Corporation.

     

    However,
in the event Optionee is at the time of his or her cessation of Employee status
a party to a Change in Control Benefits Agreement applicable to the Award
evidenced by this Agreement, the term Good Reason shall have the
meaning ascribed to that term in such Change in Control Benefits
Agreement.

     

    Q. Grant
Date
shall mean the date of grant of the option as specified in the Grant
Notice.

     

    R. Grant
Notice shall mean the Notice of Grant of Stock Option informing Optionee
of the basic terms of the option subject to this Agreement.

     

    S. Involuntary
Termination shall mean the termination of Optionee’s Service as an
Employee by reason of:

     

                     
(i)           Optionee’s
involuntary dismissal or discharge by the Corporation for reasons other than for
Cause, or

     

    (ii)           Optionee’s
voluntary resignation for Good Reason.

     

    T. 1934
Act shall mean the Securities
Exchange Act of 1934, as amended from time to
time.

     

    U. Non-Statutory
Option shall mean an option not intended to satisfy the requirements of
Code Section 422.

     

    V. Normal
Retirement shall
mean  at or after the attainment
of age sixty-five (65).

     

    W. Notice of
Exercise shall mean the notice of option exercise in the form prescribed
by the Corporation.

     

    X. Option
Shares shall mean the number of shares of Common Stock subject to the
option as specified in the Grant Notice.

     

    Y. Optionee
shall mean the person to whom the option is granted as specified in the Grant
Notice.

     

    Z. Parent
shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations ending with the Corporation, provided each corporation in the
unbroken chain (other than the Corporation) owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

     

    AA. Permanent
Disability shall mean the inability of Optionee to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which is expected to result in death or to be of continuous
duration of twelve (12) months or more.

     

    BB. Plan
shall mean the Corporation’s 2007 Incentive Compensation Plan.

     

    CC. Plan
Administrator shall mean either the Board or a committee of the Board
acting in its capacity as administrator of the Plan.

     

    DD. Service
shall mean Optionee’s performance of services for the Corporation (or any Parent
or Subsidiary, whether now existing or subsequently established) in the capacity
of an Employee, a non-employee member of the board of directors or a consultant
or independent advisor.  However, Optionee shall be deemed to cease
Service immediately upon the occurrence of either of the following
events:  (i) Optionee no longer performs services in any of the
foregoing capacities for the Corporation or any Parent or Subsidiary or (ii) the
entity for which Optionee is performing such services ceases to remain a Parent
or Subsidiary of the Corporation, even though the Optionee may subsequently
continue to perform services for that entity.  Service shall not be
deemed to cease during a period of military leave, sick leave or other personal
leave approved by the Corporation.  However, except to the extent
otherwise required by law or expressly authorized by the Plan Administrator or
by the Corporation’s written policy on leaves of absence, no Service credit
shall be given for vesting purposes for any period the Optionee is on a leave of
absence.

     

    EE. Stock
Exchange shall mean the American Stock Exchange, the Nasdaq Global or
Global Select Market or the New York Stock Exchange.

     

    FF. Subsidiary
shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations beginning with the Corporation, provided each corporation (other
than the last corporation) in the unbroken chain owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

     

    GG. Withholding
Taxes shall mean the federal, state and local income taxes and the
employee portion of the federal, state and local employment taxes required to be
withheld by the Corporation in connection with the exercise of the
option.