NON -Q UALIFIED STOCK OPTION AGREEMENT

1.

Grant of Option .

(a)

Grant . Subject to the provisions of this Option Agreement and pursuant to the provisions of the Plan, the Company hereby grants to the Participant as of the Grant Date a Non-Qualified Stock Option (the “Option”) to purchase <<Number of Shares>> shares (the “Option Shares”) of the Company’s Class A Common Stock, $.01 par value per share (the “Stock”), at a price of <<Strike Price>>per share (the “Option Price”).

(b)

Term of the Option . Unless the Option terminates earlier pursuant to other provisions of the Option Agreement, the Option shall expire on the tenth anniversary of the Grant Date (the “Expiration Date”).

(c)

Nontransferability . The Option shall be non-transferable, except by will or the laws of descent and distribution, or as otherwise permitted under the Plan.

2.

Vesting of Option .

(a)

General Vesting Rule . Prior to the Expiration Date, the Option shall become and be exercisable as follows:

(b)

Death or Disability . Notwithstanding the provisions of Section 2(a) hereof, in the event the Participant’s employment with the Company and/or any Subsidiary is terminated due to death or Disability, any unvested Option Shares as of the date of the Participant’s termination of employment shall immediately become fully vested and exercisable and, along with unexercised vested Option Shares, shall remain exercisable until the earlier of:

(i)

the Expiration Date; or

(ii)

one (1) year after the date of the Participant’s termination of employment due to death or Disability.

(c)

Retirement . In the event the Participant’s employment with the Company and/or any Subsidiary is terminated due to Retirement, any unexercised, vested Option Shares as of the date of Participant’s termination of employment shall remain exercisable until the earlier of:

(i)

the Expiration Date; or

(ii)

one (1) year after the date of the Participant’s termination of employment due to Retirement.

•

age 55 with ten (10) complete years of service or more with the Company and/or any Subsidiary; or

•

age 65.

(d)

Termination for Cause . In the event the Participant’s employment with the Company and/or any Subsidiary is terminated for Cause, all unvested Option Shares and all unexercised, vested Option Shares shall expire immediately, be forfeited and considered null and void. For purposes of this Option Agreement, “Cause” means, as determined by the Company, in its sole discretion, termination of the Participant’s employment with the Company or any Subsidiary because of:

(i)

the Participant’s material breach of this Option Agreement or of any other agreement to which the Participant and the Company are parties, as determined by the Committee in good faith; or

(ii)

material violation of Company policy, regardless of whether within or outside of his or her authority; or

(iii)

willful or intentional misconduct; gross negligence; or dishonest, fraudulent, or unethical behavior; or other conduct involving serious moral turpitude, by Participant in the performance of his or her duties; or

(iv)

dishonesty, theft or conviction of any crime or offense involving money or property of the Company or any Subsidiary; or

(v)

breach of any fiduciary duty owing to the Company or any Subsidiary; or

(vi)

unauthorized disclosure of Confidential Information or unauthorized dissemination of Company Materials; or

(vii)

conduct that is, or could reasonably be expected to be, materially harmful to the Company or any of its subsidiaries or affiliates, as determined by the Committee in good faith.

(e)

Other Termination of Employment . In the event the Participant’s employment with the Company and/or any Subsidiary is terminated for any reason other than as provided in Sections 2(b), (c) or (d) hereof, any unexercised, vested Option Shares as of the date of Participant’s termination of employment shall remain exercisable until the earlier of:

(i)

the Expiration Date; or

(ii)

ninety (90) days after the date of the Participant’s involuntary (as to the Participant) termination of employment for reasons other than death, Disability, Retirement, or Cause; or

(iii)

thirty (30) days after the date of the Participant’s voluntary termination of employment for reasons other than Retirement.

(f)

Change in Control Vesting . Subject to the provisions of Section 15 of the Plan, if a Change in Control occurs, 100% of the remaining unvested Option Shares shall be immediately vested and exercisable upon the Change in Control and, along with unexercised vested Option Shares, shall remain exercisable through the Expiration Date.

3.

Exercise of Option .

(a)

Manner of Exercise . The vested Option Shares may be exercised, in whole or in part, by delivering written notice to the Company in accordance with of Section 7(k) hereof and in such form as the Company may require from time to time. Such notice of exercise shall:

(i)

specify the number of Option Shares to be purchased;

(ii)

specify the aggregate Option Price for such Option Shares; and

(iii)

be accompanied by payment in full of such aggregate Option Price.

(b)

Payment Upon Exercise . The Option Price upon exercise of any Option Shares shall be payable to the Company in full either:

(i)

in cash or its equivalent;

(ii)

by tendering previously acquired Stock that has been held for at least six months (or such longer period to avoid a charge to earnings for financial reporting purposes) and having an aggregate Fair Market Value at the time of exercise equal to the total Option Price, or

(iii)

a combination of Sections 3(b)(i) and (ii) hereof.

(iv)

by withholding Stock that otherwise would be acquired on exercise having an aggregate Fair Market Value at the time of exercise equal to the total Option Price,

(v)

by tendering other Awards payable under the Plan, or

(vi)

by cashless exercise through delivery of irrevocable instructions to a broker to promptly deliver to the Company the amount of proceeds from a sale of shares having a Fair Market Value equal to the purchase price.

(vii)

Any combination of Sections 3(b)(i)-(vi) upon written consent of the Committee.

(c)

Compliance with Federal and State Law . The Company reserves the right to delay a Participant’s exercise of an Option if (1) the Company’s issuance of Stock upon such exercise would violate any applicable federal or state securities laws or any other applicable laws or regulations, or (2) the Company reasonably determines that issuance of Stock would not be deductible under Code Section 162(m). The Participant may not sell or otherwise dispose of the Option Shares in violation of any applicable law. The Company may postpone issuing and delivering any Option Shares for so long as the Company reasonably determines to be necessary to satisfy the following:

(i)

its completing or amending any securities registration or qualification of the Option Shares or it or the Participant satisfying any exemption from registration under any federal or state law, rule, or regulation;

(ii)

its receiving proof it considers satisfactory that a person seeking to exercise the Option after the Participant’s death is entitled to do so;

(iii)

the Participant complying with any requests for representations under the Plan; and

(iv)

the Participant complying with any federal, state, or local tax withholding obligations.

(d)

No Fractions of Stock . The Company shall not be required to issue any fractional shares of Stock.

4.

Payment of Taxes .

(a)

General Rule . If the Company is obligated to withhold an amount on account of any tax imposed as a result of the exercise of an Option, the Participant shall be required to pay such amount to the Company, as provided under Section 17 of the Plan. The Participant acknowledges and agrees that the Participant is responsible for the tax consequences associated with the grant of the Option and its exercise.

5.

Changes in Company’s Capital Structure.

(a)

Adjustment in Authorized Stock . As may be determined to be appropriate and equitable by the Committee, in its complete and sole discretion, to prevent dilution or enlargement of rights, the Committee shall make or authorize to be made an adjustment in the number and class of Option Shares and/or the Option Price to prevent dilution or enlargement of rights, as a result of the following:

(i)

any adjustment, recapitalization, reorganization or other changes in the Company’s capital structure or its business;

(ii)

any merger or consolidation of the Company;

(iii)

any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Company’s Common Stock or the rights thereof;

(iv)

the dissolution or liquidation of the Company;

(v)

any sale or transfer of all or any part of the Company’s assets or business; or

(vi)

any other corporate act or proceeding, whether of a similar character or otherwise.

6.

Confidentiality, Non-Solicitation and Non-Compete . Participant agrees to, understands and acknowledges the following:

(a)

Confidential Information . Participant will be furnished, use or otherwise have access to certain Confidential Information of the Company. For purposes of this Option Agreement, Confidential Information means any and all financial, technical, commercial or other information concernin