Exhibit 10.1


 





2016 Executive & SVP
NQSO Agreement 


<Participant Full Name>


 


Dear <Participant First Name>,


 


Congratulations, HMS Holdings Corp. (the “Company”) has granted
you a stock option grant under the Company’s Fourth Amended and Restated 2006 Stock Plan, as amended (the “Plan”).
A stock option grant gives you the right to purchase a specific number of shares of the Company’s common stock at a fixed
price, assuming that you satisfy conditions of the Plan and the implementing grant agreement. We would like you to have an opportunity
to share in the success of the Company through this stock option grant under the Plan. The following represents a brief description
of your grant. Additional details regarding your award are provided in the attached Nonqualified Stock Option Grant Agreement (the
“Grant Agreement”) and in the Plan.


 


Stock Option Grant Summary: 


 


	Date of Grant	March 2, 2016
	Option Shares	<Number of Shares Granted>
	Exercise Price per Share	$_____
	Exercisability 	One-sixth of the Option Shares on each of the first, second and third anniversaries of the Date of Grant, with the remainder becoming exercisable as provided in Exhibit A to the Grant Agreement.  Each of those dates is an “Exercisability Date.”
	Term Expiration Date	__________, ____


 


		·	You have been granted a nonqualified stock option to purchase shares of the Company’s common stock (“Shares”).
The total number of Shares under your grant is in the chart above under “Option Shares” and the price
per share is under “Exercise Price per Share.”



 


		·	The potential value of your stock option grant increases if the price of the Company’s stock increases, but you also
have to continue to provide services to the Company (except as the Grant Agreement provides) to actually receive such value. Of
course, the value of the stock may go up and down over time.



 


		·	You can’t exercise the stock option (actually purchase Shares) until it becomes exercisable. Your stock option becomes
exercisable as provided in the chart above under “Exercisability,” assuming you remain an employee or
a member of the Board of Directors of the Company and subject to the terms in the Grant Agreement.



 


		·	Whether or not you decide to exercise your stock option and purchase the stock is your decision, and you have until the stock
option expires (which will be no later than the seventh anniversary of the “Date of Grant” but
can end earlier in various situations) to make that decision.



 


		·	Once you have purchased the Shares, you will own them and may decide whether to hold the stock, sell the stock or give the
stock to someone as a gift.



 


You can access the Merrill Lynch portal, including updates and additional information
at: https://www29.benefits.ml.com/login/login.aspx. Please email ir@hms.com with any questions.






     

     


    




HMS Holdings Corp.


Nonqualified Stock Option
Grant Agreement for 


Executives and Senior Vice
Presidents


 


 


HMS Holdings Corp. (the “Company”) has granted you an option
(the “Option”) under the HMS Holdings Corp. Fourth Amended and Restated 2006 Stock Plan (as it may be
amended from time to time) (the “Plan”). The Option lets you purchase a specified number (the “Option
Shares”) of shares of the Company’s common stock (“Shares”), at a specified price
per Share (the “Exercise Price”).


 


The individualized communication you received (the “Cover
Letter”) provides the details for your Option. It specifies the number of Option Shares, the Exercise Price, the
Date of Grant, the schedule for Exercisability, and the latest date the Option will expire (the “Term Expiration Date”).


 


The Option is subject in all respects to the applicable provisions
of the Plan. This grant agreement (the “Grant Agreement”) does not cover all of the rules that apply
to the Option under the Plan; please refer to the Plan document. Capitalized terms are defined either further below in this Grant
Agreement or in the Plan.


 


 


 


 


 


 


 








 



The Plan document is available on the Merrill Lynch website. The Prospectus for the Plan,
the Company’s Registration Statement on Form S-8, the Company’s Annual Report on Form 10-K, and other filings the Company
makes with the Securities and Exchange Commission are available for your review under the Investor Relations tab on the Company’s
web site (http://investor.hms.com/financials.cfm). You may also obtain paper copies of these documents upon request to the Company’s
Investor Relations department (ir@hms.com).


 


Neither the Company nor anyone else is making any representations or promises regarding
the duration of your service, exercisability of the Option, the value of the Company's stock or of this Option, or the Company's
prospects. The Company is not providing any advice regarding tax consequences to you or regarding your decisions regarding the
Option; you agree to rely only upon your own personal advisors.


 


No one may sell, transfer, or distribute the
Option or the securities that may be purchased upon exercising the Option without an effective registration statement relating
thereto or an opinion of counsel satisfactory to the Company or other information and representations satisfactory to it that such
registration is not required.





 







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In addition to the Plan’s terms and restrictions, the following
terms and restrictions apply:


 





	Option Exercisability 	 	While your Option remains in effect under the Option Expiration section below, you may exercise any exercisable portions of the Option (and buy the Option Shares) under the timing rules of this section, provided that you may not exercise the Option for fewer than 100 full Shares at any particular time unless fewer than 100 remain unexercised.
	 	 	 	 	 	 
	 	 	 	The Option will become exercisable according to the schedule provided in the Cover Letter to this Grant Agreement assuming that through each Exercisability Date, (i) if you received the Option in your capacity as an employee of the Company, you remain an employee or (ii) if you received the Option in your capacity as a member of the Company’s Board of Directors (the “Board”), you remain a member of the Company’s Board.  Any fractional shares will be carried forward to the following Exercisability Date, unless the Compensation Committee (the “Committee”) selects a different treatment.  For purposes of this Grant Agreement, employment with the Company will include employment with any Affiliate whose employees are then eligible to receive awards under the Plan.  Unless the Committee determines otherwise, if an entity employing you ceases to be an Affiliate, your employment with the Company will be treated as ended even though you continue to be employed by that entity.
	 	 	 	 	 	 
	 	 	 	Exercisability will accelerate fully on your disability or death, including with respect to the Performance Option Shares (as defined in Exhibit A to the Grant Agreement).  For this purpose, “disability” means permanent and total disability as defined by Section 22(e)(3) of the Internal Revenue Code of 1986.  Exercisability will continue and increase (until fully exercisable) over the two (2) years following your date of Retirement.  “Retirement” for this purpose means cessation of service on or after attaining age 60 and completing five (5) years of service with the Company.
	 	 	 	 	 	 
	Change in Control 	 	If a Change in Control occurs, your Option will be treated as provided in Section 11 of the Plan if, within twenty-four (24) months following the Change in Control, your employment or service ends on a termination without cause (as determined by the Committee or the Board), provided also that the Option will remain outstanding for twelve (12) months following such termination but not beyond the Term Expiration Date.
	 	 	 	 	 	 
	Option Expiration	 	The Option will expire no later than the close of business on the Term Expiration Date.  Unexercisable portions of the Option expire immediately when you cease to be employed (unless you are concurrently remaining or becoming a member of the Board, or, for a Board member, concurrently remaining or becoming an employee of the Company).  If the Company terminates your employment or service for cause, the Option will immediately expire without regard to whether it is then exercisable.
	 	 	 	 	 	 
	 	 	 	Exercisable portions of the Option remain exercisable until the first to occur of the following (the “Final Exercise Date”), each as defined further in the Plan or the Grant Agreement:  
	 	 	 	 	 	 
	 	 	 	• 	Three (3) months (measured to the corresponding date in the month) after your employment (or directorship) ends if you resign or if the Company terminates your employment or service without cause (as determined under the Plan), except as provided above under Change in Control;
	 	 	 	•	For death or Disability, the first anniversary of the date employment or service ends; 



 



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	 	 	 	• 	For Retirement, the end of the second year following your date of Retirement; or 
	 	 	 	• 	The Term Expiration Date.
	 	 	 	 	 	 
	 	 	 	The Committee can override the expiration provisions of this Grant Agreement.
	 	 	 	 	 	 
	Method of Exercise and Payment for Shares	 	Subject to this Grant Agreement and the Plan, you may exercise the Option only by providing a written notice (or notice through another previously approved method, which could include a voice- or web-based or e-mail system) to the Corporate Secretary of the Company or to whomever the Committee designates, received on or before the date the Option expires.  Each such notice must satisfy whatever then-current procedures apply to that Option and must contain such representations (statements from you about your situation) as the Company requires.  You must, at the same time, pay the Exercise Price using one or more of the following methods:
	 	 	 	 	 	 
	 	Cash/Check	 	cash or check in the amount of the Exercise Price payable to the order of the Company;
	 	 	 	 	 	 
	 	Cashless	 	an approved cashless exercise method, including directing the Company 
	 	 	 	 	 
	 	Exercise	 	to send the stock certificates (or other acceptable evidence of ownership) to be issued under the Option to a licensed broker acceptable to the Company as your agent in exchange for the broker’s tendering to the Company cash (or acceptable cash equivalents) equal to the Exercise Price and, if you so elect, any required tax withholdings;
	 	 	 	 	 	 
	 	Net Exercise	 	by delivery of a notice of “net exercise” to or as directed by the Company, as a result of which you will receive (i) the number of shares underlying the portion of the Option being exercised less (ii) such number of shares as is equal to (x) the aggregate Exercise Price for the portion of the Option being exercised divided by (y) the Fair Market Value on the date of exercise;
	 	 	 	 	 	 
	 	Stock	 	if permitted by the Committee, by delivery of Shares owned by you, valued at their Fair Market Value, provided (i) applicable law then permits such method of payment, (ii) you owned such Shares, if acquired directly from the Company, for such minimum period of time, if any, as the Committee may establish in its discretion, and (iii) the Shares are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar restrictions; or 
	 	 	 	 	 	 
	 	 	 	 	any combination of the above permitted forms for payment.
	 	 	 	 	 	 
	Withholding	 	Issuing the Option Shares is contingent on satisfaction of all obligations with respect to required tax or other required withholdings (for example, in the United States, any applicable Federal, state, and local taxes).  The Company may take any action permitted under Section 14(c) of the Plan to satisfy such obligation, including satisfying the tax obligations by (i) reducing the number of Option Shares to be issued to you in connection with any exercise of such Option by the number of Option Shares (valued at their Fair Market Value on the date of exercise) that would equal all taxes required to be withheld (at their minimum withholding levels), (ii) accepting payment of the withholdings directly from you or from a broker in connection with a Cashless Exercise of the Option, or (iii) taking any other action under Section 14(c) of the Plan.  If a fractional share remains after deduction for required withholding, the Company will pay you the value of the fraction in cash.
	 	 	 	 	 	 



 



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	Compliance with Law	 	You may not exercise the Option if the Company’s issuing stock upon such exercise would violate any applicable Federal or state securities laws or other laws or regulations.  You may not sell or otherwise dispose of the Option Shares in violation of applicable law.  As part of this prohibition, you may not use the Cashless Exercise methods if the Company’s insider trading policy then prohibits you from selling to the market.
	 	 	 	 	 	 
	Additional Conditions to Exercise	 	The Company may postpone issuing and delivering any Option Shares for so long as the Company determines to be advisable to satisfy the following:
	 	 	 	 	 	 
	 	 	 	 	its completing or amending any securities registration or qualification of the Option Shares or its or your satisfying any exemption from registration under any Federal or state law, rule, or regulation;
	 	 	 	 	 	 
	 	 	 	 	its receiving proof it considers satisfactory that a person seeking to exercise the Option after your death is entitled to do so;
	 	 	 	 	 	 
	 	 	 	 	your complying with any requests for representations under the Plan; and/or
	 	 	 	 	 	 
	 	 	 	 	your complying with any Federal, state, or local tax withholding obligations.
	 	 	 	 	 	 
	Additional Representations from You	 	If you exercise the Option at a time when the Company does not have a current registration statement (generally on Form S-8) under the Securities Act of 1933 (the “Act”) that covers issuances of shares to you, you must comply with the following before the Company will issue the Option Shares to you.  You must —
	 	 	 	 	 	 
	 	 	 	 	represent to the Company, in a manner satisfactory to the Company’s counsel, that you are acquiring the Option Shares for your own account and not with a view to reselling or distributing the Option Shares; and
	 	 	 	 	 	 
	 	 	 	 	agree that you will not sell, transfer, or otherwise dispose of the Option Shares unless:
	 	 	 	 	 	 
	 	 	 	 	 	a registration statement under the Act is effective at the time of disposition with respect to the Option Shares you propose to sell, transfer, or otherwise dispose of; or
	 	 	 	 	 	 
	 	 	 	 	 	the Company has received an opinion of counsel or other information and representations it considers satisfactory to the effect that, because of Rule 144 under the Act or otherwise, no registration under the Act is required.
	 	 	 	 	 	 
	No Effect on Employment or Other Relationship	 	Nothing in this Grant Agreement restricts the Company’s rights or those of any of its Affiliates to terminate your employment or other relationship at any time and for any or no reason.  The termination of employment or other relationship, whether by the Company or any of its Affiliates or otherwise, and regardless of the reason for such termination, has the consequences provided for under the Plan and any applicable employment or severance agreement or plan.
	 	 	 	 	 	 
	Not a Shareholder	 	You understand and agree that the Company will not consider you a shareholder for any purpose with respect to any of the Option Shares until you have exercised the Option, paid for the shares, and received evidence of ownership.
	 	 	 	 	 	 



 



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	No Effect on Running Business	 	You understand and agree that the existence of the Option will not affect in any way the right or power of the Company or its shareholders to make or authorize any adjustments, recapitalizations, reorganizations, or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred or other stock, with preference ahead of or convertible into, or otherwise affecting the Company’s common stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether or not of a similar character to those described above.
	 	 	 	 	 	 
	 	 	 	 	 	 
	Governing Law	 	The laws of the State of Texas will govern all matters relating to the Option, without regard to the principles of conflict of laws.
	 	 	 	 	 	 
	Restrictive Covenants Clawback	 	If the Board or the Committee determines, in its sole discretion, that you violated or are violating any of the Restrictive Covenants set forth below under the section titled “Restrictive Covenants,” the Option will immediately terminate without regard to whether it has then become exercisable or “vested” in whole or in part.  In addition, the Board or the Committee may, in its sole discretion, require from you payment or transfer to the Company of the Gain from the Option, where the “Gain” consists of the greatest of (i) the value of the Option Shares on the date, within the Recovery Measurement Period, on which you exercised the Option with respect to such Option Shares, (ii) the value of the Option Shares received upon exercise during the Recovery Measurement Period, as determined on the date of the request by the Committee to pay or transfer, (iii) the gross (before tax) proceeds you received from any sale of the Option Shares during the Recovery Measurement Period, and (iv) if transferred without sale during the Recovery Measurement Period, the value of the Option Shares when so transferred.  The Board or the Committee may determine the recoupment method in its sole discretion for any portion of the Option transferred (where permitted) before being exercised.  The “Recovery Measurement Period” means the twelve (12) months before the date of the determination of violation.  The provisions in this section are essential economic conditions to the Company’s grant of the Option to you. By acknowledging receipt of the grant of the Option hereunder, you agree that the Company may deduct from any amounts it owes you from time to time (such as any severance or other payments owed following a termination of employment, as well as any other amounts owed to you by the Company, as permitted by applicable law) to the extent of any amounts you owe the Company under this Restrictive Covenants Clawback section.
	 	 	 	 	 	 
	 	 	 	You acknowledge that you would not be receiving the Option described herein but for your agreement to comply with the Restrictive Covenants.  Likewise, you acknowledge that you would be unjustly enriched if you violate the Restrictive Covenants, while being able to retain some or all of the Option Shares or the gain associated with them.  Furthermore, you acknowledge and agree that the damages for your breach of the Restrictive Covenants are not subject to calculation and that the remedies set forth in this Restrictive Covenants Clawback section, therefore, will only reimburse the Company for a portion of the damage done.  For this reason, the Company shall be entitled to recover from you any and all damages the Company has suffered and, in addition, the Company will be entitled to injunctive relief.  The parties agree that the forfeiture of the Option and payments described in this section are expressly not the Company’s exclusive or sole remedy.   
	 	 	 	 	 	 
	 	 	 	This remedy is in addition to any other remedies that the Company may have available in law or equity with respect to breaches of the Restrictive Covenants below.  It is also in addition to, and not in substitution for, any other clawback laws or policies that may be adopted from time to time, including any required by Federal law, such as under Section 304 of the Sarbanes-Oxley Act of 2002 or the Dodd-Frank Wall Street Reform and Consumer Protection Act.  
	 	 	 	 	 	 



 



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	 	 	 	Payment is due in cash or cash equivalents within ten (10) days after the Board or the Committee provides notice to you that it is enforcing this clawback.  Payment will be calculated on a gross basis, without reduction for taxes or commissions.  The Company may, but is not required to, accept retransfer of shares in lieu of cash payments.
	 	 	 	 	 	 
	Restrictive Covenants	 	In consideration of the terms of this Option and your access to Proprietary Information (as defined below), you agree to the following Restrictive Covenants: 
	 	 	 	 	 	 
	 	Proprietary Information and Developments 	 	You have or will be given access to and provided with sensitive, confidential, proprietary and/or trade secret information (collectively,
“Proprietary Information”)
in the course of your employment. Examples of Proprietary Information include inventions, new product or marketing plans, business
strategies and plans, merger and acquisition targets, financial and pricing information, software of the Company in various stages
of development, including computer programs in source code and binary code form, software designs, specifications, programming
aids (including “library subroutines” and productivity tools), programming languages, interfaces, visual displays,
technical documentation, user manuals, data files and databases of the Company, analytical models, customer/client lists and information,
and supplier and vendor lists and information. You agree not to disclose or use Proprietary Information, either during or after
your employment with the Company, except as necessary to perform your duties or as the Company may consent in writing.  In
addition, you agree that you will make full and prompt disclosure to the Company of all inventions, creations, improvements, ideas,
discoveries, trade secrets, secret processes, technology, methods, developments, software and works of authorship or other creative
works, whether patentable or not, that are created, made, conceived or reduced to practice by you or under your direction or jointly
with others during you employment by the Company, whether or not during normal working hours or on the premises of the Company  (collectively,
“Developments”). 
	 	 	 	 	 	 
	 	Non-competition and Non-solicitation	 	You agree that while the Company employs you and for a period of twelve (12) months after your employment ends for any reason,
you will not directly or indirectly (whether as an owner, partner, officer, employee, director, investor, lender, consultant,
independent contractor or otherwise) do any of the following: 
	 	 	 	 	 	 
	 	 	 	 	(i)        Compete.  In the geographical
area where the Company does business or, at the time your employment ends, plans to do business, you will not engage or assist
others in engaging in any business or enterprise that competes with the Company’s business, including any business or enterprise
that develops, designs, produces, manufactures, markets, licenses, sells, renders, or provides any product or service that competes
with any product or service actually or planned to be developed, designed, produced, manufactured, marketed, licensed, sold, rendered,
or provided by the Company while you are or were employed by the Company; provided that your passive ownership of not more than
1% of the outstanding stock of a publicly-held company will not, by itself, violate this provision.  For purposes of
this Grant Agreement, you agree that the Company does business throughout and plans to do business throughout the United States;
	 	 	 	 	 	 



 



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	 	 	 	 	(ii)      Solicit Clients, Customers, or Accounts.  You
will not, either alone or in association with others, actually or attempt to solicit, divert, or take away the business or patronage
of any of the Company’s clients, customers, or accounts, or prospective clients, customers, or accounts, that the Company
contacted, solicited, or served while you were employed by the Company or about which you have Proprietary Information, provided
that this provision does not prevent you from soliciting clients, customers, or accounts (if you are not using Proprietary Information
to do so) for purposes that are not in actual or potential competition with the Company; 
	 	 	 	 	 	 
	 	 	 	 	(iii)      Solicit Company Employees and Independent Contractors.  You
will not, either alone or in association with others, actually or attempt to (x) solicit, recruit or induce any Company employee
or independent contractor who was employed or engaged by the Company at any time during the twelve (12) month period preceding
the end of your employment, and who, at any time during the same twelve (12) month period, had knowledge of Proprietary Information
and/or made Developments, to leave the Company’s service to engage in any business or enterprise that competes with the
Company’s business or (y) solicit, recruit or engage as an employee or independent contractor in any business or enterprise
that competes with the Company’s business any individual whom the Company employed or engaged at any time during the twelve
(12) month period preceding the end of your employment, and who, at any time during the same twelve (12) month period, had knowledge
of Proprietary Information and/or made Developments, except for an individual whose employment or other service relationship with
the Company ended at least six (6) months before the date of your action; and/or 
	 	 	 	 	 	 
	 	 	 	 	(iv)      Disclose or Utilize Product Development.  You
will not, either alone or in association with others, disclose to, or utilize for the benefit of, any entity other than the Company,
any systems or product development ideas, concepts, or strategies that you or others in communication with you explored, generated,
initiated, or discussed for potential implementation during your employment with the Company, even if the Company has not implemented
such ideas, concepts, or strategies by the time your employment with the Company ends.
	 	 	 	 	 	 
	 	 	 	 	For the purposes of subsection (ii) “Solicit Clients, Customers, or
Accounts”, the terms “customer,” “client,” or “account”
as applied to governmental agencies will mean the agency or department for which any of the products or services of the Company
are sold or performed during the applicable period, any related program office, and any agency, department, or office that succeeds
to the functions of any agency, department, or office to which the Company then provides or within the preceding twelve (12) months
provided goods or services (to the extent that the successor replaces part or all of the customer or client to which the Company
provided goods or services).
	 	 	 	 	 	 



 



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	 	General	 	To the extent you and the Company agree at any time to enter into separate agreements containing restrictive covenants with different
or inconsistent terms than those contained herein, you and the Company acknowledge and agree that such different or inconsistent
terms shall not in any way affect or have relevance to the Restrictive Covenants contained herein, and that the terms of these
Restrictive Covenants do not supersede or amend any others currently in place, or any such future terms, unless otherwise specified
by the Company in writing.  By accepting this Option grant, you agree the provisions of this Restrictive
Covenants section (and the related Restrictive Covenants Clawback
section) are reasonable and necessary to protect the legitimate interests of the Company. 
	 	 	 	 	 	 
	Notices	 	 	Any notice you give to the Company must follow the procedures then in effect.  If no other procedures apply, you must send your notice in writing by hand or by mail to the office of the Company’s Corporate Secretary (or to the Chair of the Committee if you are then serving as the sole Corporate Secretary).  If mailed, you should address it to the Company’s Corporate Secretary (or the Chair of the Committee) at the Company’s then corporate headquarters, unless the Company directs optionees to send notices to another corporate department or to a third party administrator or specifies another method of transmitting notice.  The Company and the Committee will address any notices to you using its standard electronic communications methods or at your office or home address as reflected on the Company’s personnel or other business records.  You and the Company may change the address for notice by like notice to the other, and the Company can also change the address for notice by general announcements to optionees. 
	 	 	 	 	 	 
	Amendment	 	 	Subject to any required action by the Committee or the shareholders of the Company, the Company may cancel the Option and provide
a new award in its place, provided that the award so replaced will satisfy all of the requirements of the Plan as of the date
such new award is made and no such action will adversely affect the Option to the extent then exercisable.
	 	 	 	 	 	 
	Plan Governs	 	 	Wherever a conflict may arise between the terms of this Grant Agreement and the terms of the Plan, the terms of the Plan will control.  The Committee may adjust the number of Option Shares and the Exercise Price and other terms of the Option from time to time as the Plan provides.  







 


 


 


 


 


 






    	 	Page 9



     


    

 


Exhibit A


 


The exercisability of 50% of the Shares covered by the
Option (the “Performance Option Shares”) is subject to the following conditions:


 


A.    Service Condition


 


The Performance Option Shares will become exercisable
according to the applicable schedule described in Paragraph C below, provided you remain employed by the Company as of each applicable
exercisability date set forth below.


 


B.    Performance Conditions


 


1.     The Company’s
average closing price per Share as reported on the NASDAQ Global Select Market during at least one measurement period (as described
below) must be at least 25% higher than the Exercise Price per Share specified in the Stock Option Grant Summary.


 


2.     The measurement period will
consist of the applicable trading days in any consecutive thirty (30) calendar day period preceding the first, second and/or third
anniversaries of the Date of Grant.


 


3.     On each anniversary of the
Date of Grant (or as promptly as practicable thereafter), the Company will calculate the average closing price for the applicable
measurement periods preceding such date in order to determine if the performance condition has been satisfied.


 


		C.	Exercisability



 


1.     Performance Condition
Achieved prior to First Anniversary of the Date of Grant. If the performance condition is achieved prior to the first anniversary
of the Date of Grant, the Performance Option Shares will become exercisable in equal installments pursuant to the following schedule:


 


	Exercisability Date	Proportion of Performance Option Shares Exercisable as of the Exercisability Date
	
        1st anniversary of Date of Grant

        2nd anniversary of Date of Grant

        3rd anniversary of Date of Grant
	
        One-third of the Performance Option Shares

        One-third of the Performance Option Shares

        One-third of the Performance Option Shares



 


2.     Performance Condition
Achieved after First Anniversary but before Second Anniversary of the Date of Grant. If the performance condition is achieved
after the first anniversary but before the second anniversary of the Date of Grant, the Performance Option Shares will become exercisable
pursuant to the following schedule:


 


	Exercisability Date	Proportion of Performance Option Shares Exercisable as of the Exercisability Date
	
        1st anniversary of Date of Grant

        2nd anniversary of Date of Grant

        3rd anniversary of Date of Grant
	
        -0-

        Two-thirds of the Performance Option Shares

        One-third of the Performance Option Shares



 


3.     Performance Condition
Achieved after Second Anniversary but before Third Anniversary of the Date of Grant. If the performance condition is achieved
after the second anniversary but before the third anniversary of the Date of Grant, the Performance Option Shares will become fully
exercisable as of such third anniversary pursuant to the following schedule:


 



    	 	Page 10



     


    




	Exercisability Date	Proportion of Performance Option Shares Exercisable as of the Exercisability Date
	
        1st anniversary of Date of Grant

        2nd anniversary of Date of Grant

        3rd anniversary of Date of Grant
	
        -0-

        -0-

        100% of the Performance Option Shares



 


4.     Performance Condition Not Achieved
before the Third Anniversary of the Date of Grant. Except in the event of death, Disability or a Change of Control prior
to the third anniversary of the Date of Grant (in which case the terms set forth in the Grant Agreement will apply and, for the
avoidance of doubt, the performance condition will no longer be applicable), if the performance condition is not achieved by the
third anniversary of the Date of Grant, no portion of the Performance Option Shares will become exercisable and the Performance
Option Shares shall be forfeited.


 




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


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