Preview | Non-Qualified Stock Option Grant Agreement |

1.1 Cause means the Optionees (a) failure to substantially perform his or her duties (other than by reason of Disability) with respect to the Corporation or any of its Affiliates, (b) engaging in conduct injurious to the Corporation or any of its Affiliates, (c) breach of an employment or confidentiality or nondisclosure agreement, (d) breach of fiduciary duty to the Corporation or any of its Affiliates, (e) dishonesty, fraud, alcohol or illegal drug abuse, or misconduct with respect to the business or affairs of the Corporation or any of its Affiliates, (f) willful violation of the policies of the Corporation or any of its Affiliates after receiving written notice of such violation, or (g) conviction of a felony or crime involving moral turpitude. All determinations of Cause hereunder shall be made by the Administrator in its sole discretion and shall be binding for all purposes hereunder.

(a) any Person or Persons acting together, excluding the employee benefit plans of the Corporation, acquire or become the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act or any successor provisions thereto), directly or indirectly of securities of the Corporation representing fifty one percent (51%) or more of the combined voting power of the Corporations then outstanding securities;

(b) the Corporation consummates a merger, consolidation, share exchange, division or other reorganization or transaction of the Corporation ( a Fundamental Transaction) with any other corporation, other than a Fundamental Transaction which would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least sixty percent (60%) of the combined voting power immediately after such Fundamental Transaction of (A) the Corporations outstanding securities, (B) the surviving entitys outstanding securities or (C) in the case of a division, the outstanding securities of each entity resulting from the division;

(d) during any period of twenty-four consecutive months, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Corporations stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board.

1.3 Covered Shares means the shares of Common Stock subject to the Option.

1.4 Date of Exercise means the date on which the Corporation receives notice pursuant to Section 5.1 of the exercise, in whole or in part, of the Option.

1.5 Date of Expiration means the date on which the Option shall expire, which shall be the earliest of the following times:

(a) the date of the first notification to the Optionee that the Optionees Service is terminated by the Corporation or an Affiliate for Cause;

(b) ninety (90) days after termination of the Optionees Service for any reason other than by the Corporation or an Affiliate for Cause, death or Disability;

(c) one (1) year after termination of the Optionees Service with the Corporation or an Affiliate by reason of death or Disability or

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