1. | Date of Grant: [ ]. |
2. | The Exercise Price is $[ ] (1) per share, which is the Fair Market Value of the Shares subject to this Retainer Option on the Date of Grant. |
3. | The number of Shares subject to this Retainer Option is [ ] Shares, subject to adjustment as provided in Section X of the Directors’ Plan. |
4. | This Retainer Option is a nonstatutory stock option. |
5. | This Retainer Option vests as follows: [ ] percent on [ ], and the remaining [ ] percent on the earlier of the last day of the Annual Compensation Cycle to which the Grant relates or [ ]. |
6. | This Retainer Option becomes exercisable on [ ]. |
7. | This Retainer Option is transferable as provided in Section VI of the Directors’ Plan and Section VII of the Directors’ Plan Rules. |
8. | This Retainer Option will expire ten years from the Date of Grant, or such earlier date as it expires or is forfeited pursuant to Section III of the Directors’ Plan Rules. |