(b) Notwithstanding Section 3(a), the Option shall become immediately exercisable (vest) withrespect to all of the Covered Shares (whether or not previously vested) upon the occurrence of theParticipant’s Date of Termination by reason of the Participant’s death or Disability if such Dateof Termination is after the Initial Exercise Date.     (c) Notwithstanding Section 3(a), the Option shall become immediately exercisable (vest) withrespect to all of the Covered Shares (whether or not previously vested) upon the date of a Changein Control if the Participant’s Date of Termination does not occur before such Change in Controland a Complying Assumption does not occur in connection with the Change in Control. If a ComplyingAssumption occurs in connection with the Change in Control, then the Option shall becomeimmediately exercisable (vest) with respect to all of the Covered Shares (whether or not previouslyvested) if the Participant’s Date of Termination occurs upon or in the one-year period immediatelyfollowing a Change in Control (as defined in the Plan) unless such Date of Termination is due totermination of Participant by the Company for Cause or Participant’s voluntary termination of hisor her employment without Good Reason.     4. Expiration. The Option, to the extent not theretofore exercised, shall not beexercisable on or after the Expiration Date. The “Expiration Date” shall be earliest tooccur of:          (a) the ten-year anniversary of the Grant Date;          (b) if the Participant’s Date of Termination occurs by reason of Disability or death, theone-year anniversary of such Date of Termination;          (c) if the Participant’s Date of Termination occurs for reasons other than death orDisability, sixty days after the Date of Termination; and          (d) the date of any breach by Participant of his or her obligations under Section 8 of thisAgreement.In the event of the Participant’s death while in the employ of the Company, the Participant’sexecutors or administrators (or the person or persons to whom the Participant’s rights under theOption shall have passed by the Participant’s will or by the laws of descent and distribution) mayexercise, any unexercised portion of the Option to the extent such exercise is otherwise permittedby this Agreement.     Any Option exercised subsequent to the Participant’s Date of Termination as permittedhereunder shall be exercisable only to the extent vested at the time of the Participant’s Date ofTermination, regardless of the reason for the termination, and no extension of time beyond theParticipant’s Date of Termination shall permit exercise beyond the date such Option would otherwiseexpire if no termination had occurred.     5. Method of Option Exercise. The Option may be exercised in whole or in part byfiling a written notice with, and which must be received by, the Secretary of the Company at itscorporate headquarters prior to the Expiration Date. Such notice shall (a) specify the number ofshares of Stock which the Participant elects to purchase; provided, however, that not less than onehundred (100) shares of Stock may be purchased at any one time unless the number purchased is thetotal number of shares available for purchase at that time under the Option, and (b) be accompaniedby payment of the Exercise Price for such shares of Stock indicated by the Participant’s election.Payment shall be by cash or by check payable to the Company, or, at the discretion of the Committeeat any time: (a) all or a portion of the Exercise Price may be paid by the Participant by deliveryof shares of Stock acceptable to the Committee (including, if the Committee so approves, thewithholding of shares otherwise issuable upon exercise of the
 

 
Option) and having an aggregate Fair Market Value (valued as of the date of exercise) that isequal to the amount of cash that would otherwise be required; and (b) the Participant may pay theExercise Price by authorizing a third party to sell shares of Stock (or a sufficient portion of theshares) acquired upon exercise of the Option and remit to the Company a sufficient portion of thesale proceeds to pay the entire Exercise Price and any tax withholding resulting from suchexercise.     6. Withholding. All distributions under this Agreement are subject to withholding ofall applicable taxes. At the election of the Participant, and subject to such rules as may beestablished by the Committee, such withholding obligations may be satisfied through the surrenderof shares of Stock which the Participant already owns, or to which the Participant is otherwiseentitled under the Plan.     7. Transferability. The Option is not transferable other than as designated by theParticipant by will or by the laws of descent and distribution, and during the Participant’s life,may be exercised only by the Participant or the Participant’s legal guardian or legalrepresentative. However, the Participant, with the approval of the Committee, may transfer theOption for no consideration to or for the benefit of the Participant’s Immediate Family (including,without limitation, to a trust for the benefit of the Participant’s Immediate Family or to apartnership or limited liability company for one or more members of the Participant’s ImmediateFamily), subject to such limits as the Committee may establish, and the transferee shall remainsubject to all the terms and conditions applicable to the Option prior to such transfer. Theforegoing right to transfer Option shall apply to the right to consent to amendments to thisAgreement and, in the discretion of the Committee, shall also apply to the right to transferancillary rights associated with the Option. The term “Immediate Family” shall mean theParticipant’s spouse, parents, children, stepchildren, adoptive relationships, sisters, brothersand grandchildren (and, for this purpose, shall also include the Participant).     8. Non-Competition; Non-Solicitation.          (a) Consideration for this Section. Participant acknowledges and agrees that:               (i) the benefits afforded by this Agreement are discretionary and over and above the ordinaryemployment compensation provided by the Company to Participant, and in making its decision to offerParticipant the benefits afforded by this Agreement the Company relied upon and was induced by thecovenants made by Participant in this section,               (ii) in accepting the grant evidenced by this Agreement Participant is receiving an asset ofsignificant value, which is adequate consideration for the restrictions imposed by this Agreement,               (iii) Participant’s position with the Company places Participant in a position of confidenceand trust with the clients and employees of the Company,               (iv) the Company’s business is carried on throughout the world and accordingly, it isreasonable that the restrictive covenants set forth below are not limited by specific geographicarea,               (v) the course of Participant’s employment with the Company necessarily requires thedisclosure of confidential information and trade secrets related to the Company’s relationshipswith clients (such as, without limitation, pricing information, marketing plans, budgets, designs,methodologies, products, client preferences and policies, and identity
 

 
of appropriate personnel of clients with sufficient authority to influence a shift insuppliers) as well as other confidential and proprietary information, (such as databases,methodologies, and technologies),               (vi) Participant’s employment affords Participant the opportunity to develop a personalacquaintanceship and relationship with the Company’s employees and clients, which in some cases mayconstitute the Company’s primary or only contact with such employees and clients, and to develop aknowledge of those client’s and employee’s affairs and requirements,               (vii) the Company’s relationships with its established clientele and employees are placed inParticipant’s hands in confidence and trust, and               (viii) it is reasonable and necessary for the protection of the goodwill and business of theCompany that Participant make the covenants contained in this Agreement.          (b) Restricted Activity.               (i) Participant agrees that during the term of Participant’s employment, Participant shallnot, directly or indirectly, as a director, officer, employee, agent, partner or equity owner ofany entity (except as owner of less than 4.9% of the shares of the publicly traded stock of acorporation which Participant does not have in fact the power to control or direct), or in anyother manner directly or indirectly engage in any activity or business competitive in any mannerwith the activities or business of the Company.               (ii) After Participant’s Date of Termination, for a period of six months if the Date ofTermination is before the first annual anniversary of the Grant Date, and for a period of twelvemonths if the Date of Termination is on or after the first annual anniversary of the Grant Date,with respect to any services, products, or business pursuits competitive with those of the Company,Participant shall not, directly or indirectly, whether as a director, officer, employee,consultant, agent, partner, equity owner of any entity (except as owner of less than 4.9% of theshares of the publicly traded stock of a corporation which Participant does not have in fact thepower to control or direct), participant, proprietor, manager, operator, independent contractor,representative, advisor, trustee, or otherwise, solicit or otherwise deal in any way with any ofthe clients or customers of the Company:          (A) with whom Participant in the course of employment by the Company acquired arelationship or had dealings,          (B) with respect to whom Participant in the course of employment by the Company wasprivy to material or proprietary information, or          (C) with respect to whom Participant was otherwise involved in the course of employmentby the Company, whether in a supervisory, managerial, consultative, policy-making, or othercapacity involving other Company employees who had direct dealings with such clients andcustomers.Such clients and customers include any client or customer to whom the Company sold services orproducts in the two years prior to the Date of Termination, any prospective client or customer ofthe Company for whom a proposal was prepared or to whom any other marketing presentation was madewithin the year prior to the Date of Termination, or any prospective client or customer for whompursuit was actively planned by the Company within the year prior to the
 

 
Date of Termination and in respect of whom the Company has not determined to cease such pursuit.               (iii) For a period of one year after the Date of Termination, Participant shall not (includingwithout limitation on behalf of, for the benefit of, or in conjunction with or as part of, anyother person or entity) directly or indirectly:          (A) solicit, assist, discuss with or advise, influence, induce or otherwise encouragein any way, any employee of Company to terminate such employee’s relationship with Companyfor any reason, or assist any person or entity in doing so,          (B) employ, assist, engage, or otherwise contract or create any relationship with, anyemployee or former employee of Company in any business or venture of any kind or nature, inthe case of a former employee unless such person shall not have been employed by Company fora period of at least one year and no solicitation prohibited hereby shall have occurredprior to the end of such one year period, or          (C) interfere in any manner with the relationship between any employee and Company.          (c) Remedies. Participant acknowledges that the Company’s legal remedies for a breachof this Section 8 shall be inadequate, and that without limitation of Company’s rights to any otherremedy at law or equity available to it, the Company (i) shall be entitled to obtain injunctiverelief to enforce this provision, and (ii) shall be entitled to cancel any rights under thisAgreement, and (iii) shall be entitled to recover from the Participant any Stock for which thisoption has been exercised, or if such Stock has been transferred or sold, an amount equal to thevalue thereof, and such Stock and the proceeds thereof shall be held in a constructive trust forthe purposes of enforcement hereof. The Company’s rights to enforce this Agreement shall surviveany vesting and/or forfeiture of rights hereunder. If any part of this Section 8 shall be deemedillegal or unenforceable, this section shall be deemed modified and then enforced to the greatestextent legally enforceable.     9. Definitions. For purposes of this Agreement, the terms listed below shall bedefined as follows:          (a) “Cause” means (A) refusal or substantial failure to perform (other than due tophysical or mental disability), or misconduct in the performance of, the ordinary and customaryduties of Participant as reasonably required by the Company or the successor company, provided thatsuch refusal, failure, or misconduct has continued after the Company or the surviving or acquiringentity or successor company (“successor company”) has given Participant five business days writtennotice of same, (B) overt and willful disobedience of orders or directives issued by the Company orsuccessor company that are within the reasonable scope of Participant’s duties to the Company orsuccessor company, (C) conviction of or commission of any felony by Participant, whether or notrelated to performance of duties under this Agreement, (D) commission of any other illegal act ifcommitted in connection with the performance of duties for the Company or successor company if suchact could reasonably tend to bring the Company or successor company into disrepute, or (E) materialviolation of the Company’s or successor company’s written rules, regulations or policies of generalapplication provided that such violation has continued after the Company or successor company hasgiven Participant five business days written notice of same.          (b) Complying Assumption. A Complying Assumption pursuant to Section 3(c) shall occurif in connection with a Change in Control the surviving or acquiring entity or
 

 
successor company , or its respective parent company, assumes, continues, or substitutes forthe Option as provided in Section 4.15 of the Plan.          (c) Date of Termination. The Participant’s “*Date of Termination*” shall be the firstday occurring on or after the Grant Date on which the Participant’s employment with the Company andall Related Companies terminates (irrespective of the reason for termination and whether suchtermination is voluntary or involuntary); provided that a termination of employment shall not bedeemed to occur by reason of a transfer of the Participant between the Company and a RelatedCompany or between two Related Companies; and further provided that the Participant’s employmentshall not be considered terminated while the Participant is on a leave of absence from the Companyor a Related Company approved by the Participant’s employer. If, as a result of a sale or othertransaction, the Participant’s employer ceases to be a Related Company (and the Participant’semployer is or becomes an entity that is separate from the Company), the occurrence of suchtransaction shall be treated as the Participant’s Date of Termination caused by the Participantbeing discharged by the employer.          (d) Disability. Except as otherwise provided by the Committee, the Participant shallbe considered to have a “*Disability*” during the period in which the Participant is unable, byreason of a medically determinable physical or mental impairment, to engage in any substantialgainful activity, which condition, in the opinion of a physician selected by the Committee, isexpected to have a duration of not less than 120 days.          (e) “Good Reason” means (i) material breach of the Company’s or successor company’sobligations to Participant, provided that Participant shall have given reasonably specific writtennotice thereof to the Company and/or successor company, and the Company and/or successor companyshall have failed to remedy the circumstances within ten business days thereafter, (ii) anydecrease in Participant’s base salary as in effect immediately prior to any Change of Control, orany material decrease in Participant’s benefits if such modification is not of generalapplicability to other similarly situated employees, or (iii) the relocation of Participant’sprincipal office to a location more than thirty (30) miles from the location of his/her officeimmediately prior to the Change in Control; provided, however, that Participant’s principal officeshall not be deemed to be relocated by virtue of Participant being required to spend up to tenworking days per month on average in the Company’s or successor company’s, and their respectiveaffiliate’s, other offices.          (f) Plan Definitions. Except where the context clearly implies or indicates thecontrary, a word, term, or phrase used in the Plan is similarly used in this Agreement.     10. Heirs and Successors. This Agreement shall be binding upon, and inure to thebenefit of, the Company and its successors and assigns, and upon any person or entity acquiring,whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of theCompany’s assets and business. In the event of the Participant’s death prior to exercise of thisAward, the Award may be exercised by the estate of the Participant to the extent such exercise isotherwise permitted by this Agreement. Subject to the terms of the Plan, any benefitsdistributable to the Participant under this Agreement that are not paid at the time of theParticipant’s death shall be paid at the time and in the form determined in accordance with theprovisions of this Agreement and the Plan, to the beneficiary designated by the Participant inwriting filed with the Committee in such form and at such time as the Committee shall require. If adeceased Participant fails to designate a beneficiary, or if the designated beneficiary of thedeceased Participant dies before the Participant or before complete payment of the amountsdistributable under this Agreement, the amounts to be paid under this Agreement shall be paid tothe legal representative or representatives of the estate of the last to die of the Participant andthe beneficiary. Neither the benefits or obligations under this Agreement may be
 

 
transferred or assigned by Participant except as otherwise expressly provided herein or in thePlan.     11. Administration. The authority to manage and control the operation andadministration of this Agreement shall be vested in the Committee, and the Committee shall have allpowers with respect to this Agreement as it has with respect to the Plan. Any interpretation ofthe Agreement by the Committee and any decision made by it with respect to the Agreement is finaland binding.     12. Plan Definitions. Notwithstanding anything in this Agreement to the contrary, theterms of this Agreement shall be subject to the terms of the Plan, a copy of which may be obtainedby the Participant from the office of the Secretary of the Company.     13. Amendment. This Agreement may be amended by written Agreement of the Participantand the Company, without the consent of any other person.     THIS AGREEMENT SHALL NOT BE EFFECTIVE UNLESS A COPY SIGNED BY THE PARTICIPANT IS DELIVERED TOTHE COMPANY WITHIN FORTY-FIVE (45) DAYS AFTER THE GRANT DATE.     IN WITNESS WHEREOF, the Participant has executed this Agreement, and the Company has causedthese presents to be executed in its name and on its behalf, all as of the Grant Date.      Participant