EXHIBIT 10.1

TERMS AND CONDITIONS OF THE [GRANT YEAR]
NONQUALIFIED STOCK OPTION GRANT
UNDER THE
KEY EMPLOYEE INCENTIVE PLAN

    1.        The Optionee, by accepting the option to purchase shares of the Corporation’s Common Stock (the “Options”) granted to him/her on [option grant date] , (the “Grant Date”), accepts and agrees to these terms and conditions and the terms and conditions of the Key Employee Incentive Plan (the “Plan”), which Plan is incorporated herein by reference.

    2.        The Options shall not be exercisable until vested. The Options shall be exercisable during the period [first anniversary of option grant date] through [the date immediately preceding the 10 ^th anniversary of the option grant date] (the “Exercise Period”), subject to the vesting schedule described in the next sentence and the provisions regarding termination set forth in paragraphs 3 and 4 below and in the Plan. Of the total Options granted to the Optionee on the Grant Date (“Total Grant”), twenty-five percent (25%) of the Total Grant will become vested on the first anniversary of the Grant Date; an additional twenty-five percent (25%) of the Total Grant will become vested on the second anniversary of the Grant Date; an additional twenty-five percent (25%) of the Total Grant will become vested on the third anniversary of the Grant Date; and an additional twenty-five percent (25%) of the Total Grant will become vested on the fourth anniversary of the Grant Date. During the Exercise Period, vested Options may be exercised in whole or in part and on one or more than one occasion. The purchase price of any shares as to which the Options shall be exercised shall be paid in full at the time of such exercise.

    3.        In the event Optionee’s employment with the Corporation is terminated for any reason other than the occurrence of an event described in paragraph 4 below, or a “Corporate Event” or “Change in Control” as described in this paragraph 3, whether voluntarily or involuntarily, the Options shall terminate immediately upon termination of Optionee’s employment and may not be exercised after such termination of employment.

        If Optionee’s employment with the Corporation is terminated solely due to a “Corporate Event,” Optionee shall have the right to exercise vested Options on or prior to the 90 ^th day following the Optionee’s termination of employment or, if such 90 ^th day is not a New York Stock Exchange trading day, the first day after such 90 ^th day that is a New York Stock Exchange trading day (“Corporate Event Exercise Deadline”). Optionee shall have the right to exercise any Options that vest on or prior to the Corporate Event Exercise Deadline at the time or after such Options vest but on or before the Corporate Event Exercise Deadline. In no event, however, may Options be exercised after [the date immediately preceding the 10 ^th anniversary of the option grant date] , the date the Options expire. For purposes of this grant, a Corporate Event shall mean a corporate action, such as the sale of a subsidiary or business unit, a corporate restructuring, or other material, non-recurring event which results in the displacement or elimination of a significant number of jobs and which is required to be disclosed as a separate matter in the Corporation’s financial statements.

        Upon the occurrence of a Change in Control (as that term is defined in the Plan), the Options shall become fully vested and exercisable notwithstanding the vesting schedule set forth in paragraph 2 above. If Optionee’s employment is terminated by the Corporation within two (2) years followin