WILL GRANT THE EXECUTIVE A NONQUALIFIED
STOCK OPTION (THE "OPTION") TO PURCHASE FOUR HUNDRED AND FIFTY THOUSAND
(450,000) SHARES OF COMMON STOCK, $0.01 PAR VALUE, OF THE
3
CORPORATION ("COMMON STOCK") AT A PRICE PER SHARE EQUAL TO THE CLOSING PRICE OF
A SHARE OF COMMON STOCK AS REPORTED ON THE COMPOSITE TAPE FOR SECURITIES LISTED
ON THE NEW YORK STOCK EXCHANGE FOR THE GRANT DATE, PROVIDED, HOWEVER, THAT IF
THE COMMON STOCK IS NOT LISTED ON THE NEW YORK STOCK EXCHANGE ON THE GRANT DATE,
THE PRICE PER SHARE SHALL BE EQUAL TO THE CLOSING PRICE OF A SHARE OF COMMON
STOCK AS REPORTED FOR THE PRINCIPAL PUBLIC SECURITIES MARKET IN WHICH THE COMMON
STOCK IS THEN TRADING (SUCH NUMBER OF SHARES AND PER SHARE EXERCISE PRICE
SUBJECT TO ADJUSTMENTS TO REFLECT STOCK SPLITS, STOCK DIVIDENDS, REVERSE STOCK
SPLITS AND OTHER CHANGES IN CAPITALIZATION AS CONTEMPLATED BY THE APPLICABLE
FORM OF STOCK OPTION AGREEMENT AND ANY APPLICABLE EQUITY INCENTIVE PLAN UNDER
WHICH THE OPTION IS GRANTED).
THE MAXIMUM TERM OF THE OPTION WILL BE TEN (10)
YEARS, SUBJECT TO EARLIER TERMINATION AS SET FORTH IN THE STOCK OPTION AGREEMENT
EVIDENCING THE OPTION (IN THE FORM PROVIDED FOR BELOW).
THE OPTION SHALL BE
GRANTED UNDER THE CORPORATION'S 2001 STOCK OPTION PLAN, AS AMENDED (THE "PLAN"),
UNLESS, IN VIEW OF THE NUMBER OF SHARES SUBJECT OR OTHERWISE, ALL OR PART OF THE
OPTION SHALL BE GRANTED OUTSIDE OF THE PLAN.
THE OPTION SHALL BE SUBJECT TO THE
TERMS AND CONDITIONS OF THE PLAN AND A STOCK OPTION AGREEMENT IN SUBSTANTIALLY
THE FORM ATTACHED HERETO AS EXHIBIT A; PROVIDED, HOWEVER, THAT THE BOARD OR
COMPENSATION COMMITTEE THEREOF MAY, IN ITS SOLE DISCRETION, DETERMINE TO GRANT
ALL OR A PORTION OF THE OPTION UNDER THE COMMITTEE'S (OR THE BOARD'S, AS THE
CASE MAY BE) AUTHORITY TO MAKE STOCK OPTION GRANTS OUTSIDE OF THE SCOPE OF THE
PLAN, IN WHICH CASE THE OPTION (TO THE EXTENT NOT GRANTED UNDER THE PLAN) SHALL
CONTAIN SUBSTANTIVELY THE SAME TERMS AND CONDITIONS AS HAD THE OPTION ACTUALLY
BEEN GRANTED UNDER THE PLAN EVIDENCED BY SUCH FORM OF OPTION AGREEMENT.
3.4
STOCK PURCHASE.
THE EXECUTIVE SHALL HAVE A
LIMITED RIGHT TO PURCHASE FROM THE CORPORATION UP TO AN ADDITIONAL FIFTY
THOUSAND (50,000) SHARES OF COMMON STOCK SUBJECT TO THE TERMS AND CONDITIONS OF
THE STOCK PURCHASE AGREEMENT ATTACHED HERETO AS EXHIBIT B.
SUCH RIGHT IS
EXERCISABLE BY THE EXECUTIVE ONLY IN ACCORDANCE WITH THE TERMS OF SUCH STOCK
PURCHASE AGREEMENT AND ONLY TO THE EXTENT THAT THE EXECUTIVE RETURNS A
FULLY-EXECUTED VERSION OF SUCH STOCK PURCHASE AGREEMENT (SPECIFYING THE NUMBER
OF SUCH SHARES THAT THE EXECUTIVE DESIRES TO PURCHASE AND ACCOMPANIED BY PAYMENT
IN FULL OF THE PURCHASE PRICE OF SUCH SHARES IN AN AMOUNT REQUIRED AND IN A
MANNER AUTHORIZED UNDER SUCH STOCK PURCHASE AGREEMENT) TO THE CORPORATION NO
LATER THAN FIFTEEN (15) DAYS AFTER THE EFFECTIVE DATE.
3.5
RESTRICTED STOCK UNIT GRANT.
IF THE EXECUTIVE
PURCHASES ANY COMMON STOCK AS PROVIDED IN SECTION 3.4, THE