Common use of Accelerated Termination of Option Term Clause in Contracts

Accelerated Termination of Option Term. The Option term specified in Section 3 above shall terminate (and this Option shall cease to be exercisable) prior to the Expiration Date should any of the following provisions become applicable: (a) Except as otherwise provided in subsection (b) or (c) below, should Participant cease to remain in Service while this Option is outstanding, then the period for exercising this Option shall be reduced to a [three (3)-month] period commencing with the date of such cessation of Service, but in no event shall this Option be exercisable at any time after the Expiration Date. Upon the expiration of such [three (3)-month] period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding. (b) Should Participant die while this Option is outstanding, then the personal representative of the Participant’s estate or the person or persons to whom the option is transferred pursuant to the Participant’s will or in accordance with the law of descent and distribution shall have the right to exercise this Option. Such right shall lapse, and this Option shall cease to be exercisable, upon the earlier of (i) the expiration of the twelve (12) month period measured from the date of Participant’s death or (ii) the Expiration Date. Upon the expiration of such twelve (12) month period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding. (c) Should Participant become Permanently Disabled and cease by reason thereof to remain in Service while this Option is outstanding, then the Participant shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding. (d) During the limited period of exercisability applicable under subsections (a), (b) or (c) above, this option may be exercised for any or all of the Option Shares in which the Participant, at the time of cessation of Service, is vested in accordance with the exercise/vesting provisions specified in the Grant Notice or the special acceleration provisions of the Plan. (e) Notwithstanding any provision of this Section 6 or any other provision of this Agreement or the Plan to the contrary, any Options granted under the Plan shall terminate as of the date Participant ceases to be in the Service of the Company if Participant was terminated for “cause” or could have been terminated for “cause.” If Participant has an employment or consulting agreement with the Company, the term “cause” shall have the meaning given that term in the employment or consulting agreement. If Participant does not have such an agreement with the Company, or if such agreement does not define the term “cause,” the term “cause” shall have the meaning set forth in Section 6(a) of the Plan.

Accelerated Termination of Option Term. The Option option term specified in Section 3 above Paragraph 2 shall terminate (and this Option option shall cease to be exercisable) prior to the Expiration Date should any of the following provisions become applicable: (ai) Except as otherwise provided in subsection subparagraph (bii) or (ciii) below, should Participant Optionee cease to remain in Service while this Option option is outstanding, then the period for exercising this Option option shall be reduced to a [three (3)-month] 3)-month period commencing with the date of such cessation of Service, but in no event shall this Option option be exercisable at any time after the Expiration Date. Upon the expiration of such [three (3)-month] 3)-month period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (bii) Should Participant Optionee die while this Option option is outstanding, then the personal representative of the Participant’s Optionee's estate or the person or persons to whom the option is transferred pursuant to the Participant’s Optionee's will or in accordance with the law of descent and distribution shall have the right to exercise this Optionoption. Such right shall lapse, lapse and this Option option shall cease to be exercisable, exercisable upon the earlier EARLIER of (iA) the expiration of the twelve (12) month period measured from the date of Participant’s Optionee's death or (iiB) the Expiration Date. Upon the expiration of such twelve (12) month period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (ciii) Should Participant Optionee become Permanently Disabled permanently disabled and cease by reason thereof to remain in Service while this Option option is outstanding, then the Participant Optionee shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. Optionee shall be deemed to be permanently disabled if Optionee is unable to engage in any substantial gainful activity for the Corporation or the parent or subsidiary corporation retaining his/her services by reason of any medically determinable physical or mental impairment, which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (div) During the limited period of exercisability applicable under subsections subparagraph (ai), (bii) or (ciii) above, this option may be exercised for any or all of the Option Shares in for which the Participantthis option is, at the time of the Optionee's cessation of Service, is vested exercisable in accordance with the exercise/vesting provisions exercise schedule specified in the Grant Notice or and the special acceleration provisions of the PlanParagraph 6 of this Agreement. (ev) Notwithstanding any provision For purposes of this Section 6 Paragraph 5 and for all other purposes under this Agreement: A. The Optionee shall be deemed to remain in SERVICE for so long as the Optionee continues to render periodic services to the Corporation or any other provision parent or subsidiary corporation, whether as an Employee, a non-employee member of this Agreement the board of directors, or an independent contractor or consultant. B. The Optionee shall be deemed to be an EMPLOYEE of the Plan Corporation and to continue in the Corporation's employ for so long as the Optionee remains in the employ of the Corporation or one or more of its parent or subsidiary corporations, subject to the contrary, any Options granted under the Plan shall terminate as control and direction of the date Participant ceases employer entity as to both the work to be performed and the manner and method of performance. C. A corporation shall be considered to be a SUBSIDIARY corporation of the Corporation if it is a member of an unbroken chain of corporations beginning with the Corporation, provided each such corporation in the Service chain (other than the last corporation) owns, at the time of determination, stock possessing 50% or more of the Company total combined voting power of all classes of stock in one of the other corporations in such chain. D. A corporation shall be considered to be a PARENT corporation of the Corporation if Participant was terminated for “cause” or could have been terminated for “cause.” If Participant has it is a member of an employment or consulting agreement unbroken chain ending with the CompanyCorporation, the term “cause” shall have the meaning given that term provided each such corporation in the employment chain (other than the Corporation) owns, at the time of determination, stock possessing 50% or consulting agreement. If Participant does not have such an agreement with the Company, or if such agreement does not define the term “cause,” the term “cause” shall have the meaning set forth in Section 6(a) more of the Plantotal combined voting power of all classes of stock in one of the other corporations in such chain.

Accelerated Termination of Option Term. The Option option term specified in Section 3 above shall 1 will terminate (and this Option shall option will cease to be exercisable) prior to the Expiration Date should any one of the following provisions become applicable: (a) Except as otherwise provided in subsection Subsections (b) or ), (c) and (d) below, should Participant if you cease to remain in Service while this Option be a member of the Board of Directors of the Company who is outstandingnot a full or part-time employee of the Company or of any subsidiary or affiliate of the Company (a “Director”) at any time during the option term, then the period for exercising this Option shall be reduced you will have up to a [three (3)-month] period months commencing with the date of such cessation of ServiceDirector status in which to exercise this option, but in no event shall will this Option be exercisable at any time after the Expiration Date. Upon the expiration of such [three (3)-month] period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding. (b) Should Participant die while this Option is outstanding, then the personal representative of the Participant’s estate or the person or persons to whom the option is transferred pursuant to the Participant’s will or in accordance with the law of descent and distribution shall have the right to exercise this Option. Such right shall lapse, and this Option shall cease to be exercisable, upon the earlier of (i) the expiration of the twelve (12) month period measured from the date of Participant’s death or (ii) the Expiration Date. Upon the expiration of such twelve (12) month period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding. (c) Should Participant become Permanently Disabled and cease by reason thereof to remain in Service while this Option is outstanding, then the Participant shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this Option shall option will terminate and cease to be outstanding. (db) During If you die while this option is outstanding, then the personal representative of your estate or the person or persons to whom the option is transferred pursuant to your will or in accordance with the laws of descent and distribution will have the right to exercise this option. Such right will lapse and this option will cease to be exercisable upon the earlier of (i) the expiration of the one-year period measured from the date of your death or (ii) the Expiration Date. (c) If you become permanently disabled and cease by reason thereof to be a Director at any time during the option term, then you will have a period of twelve months (commencing with the date of such cessation of Director status) during which to exercise this option; provided, however, that in no event will this option be exercisable at any time after the Expiration Date. Upon the expiration of such limited period of exercisability applicable under subsections (a), (b) or (cif earlier) aboveupon the Expiration Date, this option may will terminate and cease to be exercised for outstanding. You will be deemed to be permanently disabled if you are, by reason of any medically determinable physical or all mental impairment expected to result in death or to be of continuous duration of not less than twelve consecutive months or more, unable to perform your usual duties as a Director of the Option Shares in which the Participant, at the time of cessation of Service, is vested in accordance with the exercise/vesting provisions specified in the Grant Notice or the special acceleration provisions of the PlanCompany. (ed) Notwithstanding If your status as a Director is terminated on account of any provision act of this Section 6 (i) fraud or any other provision intentional misrepresentation or (ii) embezzlement, misappropriation or conversion of this Agreement assets or the Plan to the contrary, any Options granted under the Plan shall terminate as opportunities of the date Participant ceases to be in the Service of the Company if Participant was terminated for “cause” or could have been terminated for “cause.” If Participant has an employment or consulting agreement with the Company, the term “cause” shall have the meaning given that term in the employment or consulting agreement. If Participant does not have such an agreement with the Company, or if such agreement does not define the term “cause,” the term “cause” shall have the meaning set forth in Section 6(a) any unauthorized disclosure of confidential information or trade secrets of the PlanCompany, this option will terminate and cease to be exercisable immediately upon the date of such termination of Director status.

Accelerated Termination of Option Term. The Option option term specified -------------------------------------- in Section 3 above Paragraph 2 shall terminate (and this Option option shall cease to be exercisable) prior to the Expiration Date should any of the following provisions become applicable: (ai) Except as otherwise provided in subsection subparagraph (bii) or (ciii) below, should Participant Optionee cease to remain in Service while this Option option is outstanding, then the period for exercising this Option option shall be reduced to a [three (3)-month] 3)-month period commencing with the date of such cessation of Service, but in no event shall this Option option be exercisable at any time after the Expiration Date. Upon the expiration of such [three (3)-month] 3)-month period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (bii) Should Participant Optionee die while this Option option is outstanding, then the personal representative of the Participant’s Optionee's estate or the person or persons to whom the option is transferred pursuant to the Participant’s Optionee's will or in accordance with the law of descent and distribution shall have the right to exercise this Optionoption. Such right shall lapse, lapse and this Option option shall cease to be exercisable, exercisable upon the earlier of (iA) the expiration of the ------- twelve (12) month period measured from the date of Participant’s Optionee's death or (iiB) the Expiration Date. Upon the expiration of such twelve (12) month period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (ciii) Should Participant Optionee become Permanently Disabled permanently disabled and cease by reason thereof to remain in Service while this Option option is outstanding, then the Participant Optionee shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. Optionee shall be deemed to be permanently disabled if Optionee is unable to engage in any substantial gainful activity for the Corporation or the parent or subsidiary corporation retaining his/her services by reason of any medically determinable physical or mental impairment, which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (div) During the limited period of exercisability applicable under subsections subparagraph (ai), (bii) or (ciii) above, this option may be exercised for any or all of the Option Shares in for which the Participantthis option is, at the time of the Optionee's cessation of Service, is vested exercisable in accordance with the exercise/vesting provisions exercise schedule specified in the Grant Notice or and the special acceleration provisions of the PlanParagraph 6 of this Agreement. (ev) Notwithstanding any provision For purposes of this Section 6 Paragraph 5 and for all other purposes under this Agreement: A. The Optionee shall be deemed to remain in SERVICE for so long as the Optionee continues to render periodic services to the Corporation or any other provision parent or subsidiary corporation, whether as an Employee, a non-employee member of this Agreement the board of directors, or an independent contractor or consultant. B. The Optionee shall be deemed to be an EMPLOYEE of the Plan Corporation and to continue in the Corporation's employ for so long as the Optionee remains in the employ of the Corporation or one or more of its parent or subsidiary corporations, subject to the contrary, any Options granted under the Plan shall terminate as control and direction of the date Participant ceases employer entity as to both the work to be performed and the manner and method of performance. C. A corporation shall be considered to be a SUBSIDIARY corporation of the Corporation if it is a member of an unbroken chain of corporations beginning with the Corporation, provided each such corporation in the Service chain (other than the last corporation) owns, at the time of determination, stock possessing 50% or more of the Company total combined voting power of all classes of stock in one of the other corporations in such chain. D. A corporation shall be considered to be a PARENT corporation of the Corporation if Participant was terminated for “cause” or could have been terminated for “cause.” If Participant has it is a member of an employment or consulting agreement unbroken chain ending with the CompanyCorporation, the term “cause” shall have the meaning given that term provided each such corporation in the employment chain (other than the Corporation) owns, at the time of determination, stock possessing 50% or consulting agreement. If Participant does not have such an agreement with the Company, or if such agreement does not define the term “cause,” the term “cause” shall have the meaning set forth in Section 6(a) more of the Plantotal combined voting power of all classes of stock in one of the other corporations in such chain.

Accelerated Termination of Option Term. The Option term Term specified in Section 3 above Paragraph 2 shall terminate (and this Option option shall cease to be exercisable) prior to the Expiration Date should any of the following provisions become applicable: (ai) Except as otherwise provided in subsection subparagraph (bii) or (ciii) below, should Participant Optionee cease to remain in Service while this Option option is outstanding, then the period for exercising this Option option shall be reduced to a [three (3)-month] 3)-month period commencing with the date of such cessation of Service, but in no event shall this Option option be exercisable at any time after the Expiration Date. Upon the expiration of such [three (3)-month] 3)-month period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (bii) Should Participant Optionee die while this Option option is outstanding, then the personal representative of the Participant’s Optionee's estate or the person or persons to whom the option is transferred pursuant to the Participant’s Optionee's will or in accordance with the law of descent and distribution shall have the right to exercise this Optionoption. Such right shall lapse, lapse and this Option option shall cease to be exercisable, exercisable upon the earlier of (iA) the expiration of the twelve (12) month period measured from the date of Participant’s Optionee's death or (iiB) the Expiration Date. Upon the expiration of such twelve (12) month period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (ciii) Should Participant Optionee become Permanently Disabled permanently disabled and cease by reason thereof to remain in Service while this Option option is outstanding, then the Participant Optionee shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. Optionee shall be deemed to be permanently disabled if Optionee is unable to engage in any substantial gainful activity for the Corporation or the parent or subsidiary corporation retaining his/her services by reason of any medically determinable physical or mental impairment, which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (div) During For purposes of this Paragraph 5 and for all other purposes under this Agreement: A. The Optionee shall be deemed to remain in Service for so long as the limited period of exercisability applicable under subsections (a)Optionee continues to render periodic services to the Corporation or any parent or subsidiary corporation, (b) or (c) abovewhether as an Employee, this option may be exercised for any or all a non-employee member of the Option Shares board of directors, or an independent contractor or consultant. B. The Optionee shall be deemed to be an Employee of the Corporation and to continue in which the ParticipantCorporation's employ for so long as the Optionee remains in the employ of the Corporation or one or more of its parent or subsidiary corporations, subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance. C. A corporation shall be considered to be a subsidiary corporation of the Corporation if it is a member of an unbroken chain of corporations beginning with the Corporation, provided each such corporation in the chain (other than the last corporation) owns, at the time of cessation determination, stock possessing 50% or more of Service, the total combined voting power of all classes of stock in one of the other corporations in such chain. D. A corporation shall be considered to be a parent corporation of the Corporation if it is vested in accordance a member of an unbroken chain ending with the exercise/vesting provisions specified Corporation, provided each such corporation in the Grant Notice chain (other than the Corporation) owns, at the time of determination, stock possessing 50% or the special acceleration provisions more of the Plan. (e) Notwithstanding any provision total combined voting power of this Section 6 or any other provision all classes of this Agreement or the Plan to the contrary, any Options granted under the Plan shall terminate as stock in one of the date Participant ceases to be other corporations in the Service of the Company if Participant was terminated for “cause” or could have been terminated for “causesuch chain.” If Participant has an employment or consulting agreement with the Company, the term “cause” shall have the meaning given that term in the employment or consulting agreement. If Participant does not have such an agreement with the Company, or if such agreement does not define the term “cause,” the term “cause” shall have the meaning set forth in Section 6(a) of the Plan.

Accelerated Termination of Option Term. The Option option term specified in Section 3 above 2 shall terminate (and this Option shall cease to be exercisable) prior to the Expiration Date should any one of the following provisions become applicable: (a) 5.1 Except as otherwise provided in subsection (b) subparagraph 5.2. or (c) 5.3 below, should Participant Optionee cease to remain in Continuous Service while this Option is outstanding, then all unvested Options shall immediately terminate and the period for exercising this any vested Option shall be reduced to a [three ninety (3)-month] 90) day period commencing with on the date of such cessation of Continuous Service, but in no event shall this Option be exercisable at any time after the Expiration Date. Upon the expiration of such [three ninety (3)-month] 90) day period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding. 5.2 Should Optionee die or become permanently disabled while in Continuous Service or within the ninety (b90) Should Participant die while this Option is outstandingday period following cessation of Continuous Service, then the personal representative of the Participant’s Optionee's estate or the person or persons to whom the option Option is transferred pursuant to the Participant’s Optionee's will or in accordance with the law of descent and distribution shall have the right to exercise this any vested Option. Such right shall lapse, lapse and this Option shall cease to be exercisable, upon the earlier of (i) exercisable at the expiration of the twelve one hundred eighty (12180) month day period measured from the date of Participant’s Optionee's death or (ii) the Expiration Datedisability. Upon the expiration of such twelve one hundred eighty (12180) month day period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding. 5.3 If: (ca) Should Participant become Permanently Disabled and cease by reason thereof the Optionee's service is terminated as a result of any act of dishonesty, willful misconduct, theft, fraud, embezzlement, alcoholism or drug abuse; or (b) the Optionee makes or attempts to remain in Service while this Option is outstandingmake any unauthorized use or disclosure of confidential information or trade secrets of the Company or its parent or subsidiary corporations, then in any such event all outstanding Options granted to the Participant shall have a period of twelve (12) months (commencing with Optionee under the date of such cessation of Service) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date. Upon the expiration of such limited period of exercisability Plan whether or (if earlier) upon the Expiration Date, this Option not vested shall terminate and cease to be outstandingexercisable immediately upon such termination of Continuous Service or such unauthorized disclosure of confidential or secret information or attempt thereof. (d) 5.4 During the limited period of exercisability applicable under subsections (a), (b) or (c) Sections 5.1 and 5.2 above, this option Option may be exercised for any or all of the Option Shares in for which the Participantthis Option is, at the time of the Optionee's cessation of Continuous Service, is vested exercisable in accordance with the exercise/vesting provisions exercise schedule specified in the Grant Notice or and the special acceleration provisions of the PlanSection 6 of this Agreement. (e) Notwithstanding any provision 5.5 For purposes of this Section 6 5 and for all other purposes under this Agreement: 5.5.1 The Optionee shall be deemed to remain in Continuous Service for so long as the Optionee continues to render periodic services to the Company or any other provision of this Agreement parent or subsidiary corporation as an Employee or as otherwise provided in a written agreement between Optionee and the Plan to the contrary, any Options granted under the Plan Company. 5.5.2 A corporation shall terminate as of the date Participant ceases be considered to be in the Service a subsidiary corporation of the Company if Participant was terminated for “cause” or could have been terminated for “cause.” If Participant has it is a member of an employment or consulting agreement unbroken chain of corporations beginning with the Company, the term “cause” shall have the meaning given that term provided each such corporation in the employment chain (other than the last corporation) owns, at the time of determination, stock possessing fifty percent (50%) or consulting agreement. If Participant does not have more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 5.5.3 A corporation shall be considered to be a parent corporation of the Company if it is a member of an agreement unbroken chain ending with the Company, provided each such corporation in the chain (other than the Company) owns, at the time of determination, stock possessing fifty percent (50%) or if such agreement does not define the term “cause,” the term “cause” shall have the meaning set forth in Section 6(a) more of the Plantotal combined voting power of all classes of stock in one of the other corporations in such chain. 5.6 This Section 5 shall not apply to any non-qualified Option granted to a Director as compensation for services as a Director.

Accelerated Termination of Option Term. The Option option term specified in Section 3 above Paragraph 2 shall terminate (and this Option option shall cease to be exercisable) prior to the Expiration Date should any one of the following provisions become applicable: (a) Except as otherwise provided in subsection subparagraphs (b), (c) or (cd) below, should Participant Optionee cease to remain in Service while this Option is outstandingbe an employee of the Company at any time during the option term, then the period for exercising this Option Optionee shall be reduced have up to a [three ______________________ (3)-month] ____) month period commencing with the date of such cessation of Serviceemployee status, in which to exercise this option for any or all of the Optioned Shares for which this option is at the time of such cessation of employee status exercisable, but in no event shall this Option option be exercisable at any time after the Expiration Date. Upon the expiration of such [three ____________ (3)-month] period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding. (b) Should Participant die while this Option is outstanding, then the personal representative of the Participant’s estate or the person or persons to whom the option is transferred pursuant to the Participant’s will or in accordance with the law of descent and distribution shall have the right to exercise this Option. Such right shall lapse, and this Option shall cease to be exercisable, upon the earlier of (i) the expiration of the twelve (12) month period measured from the date of Participant’s death or (ii) the Expiration Date. Upon the expiration of such twelve (12____) month period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (b) Should Optionee die while this option is outstanding, then the executors or administrators of Optionee's estate or Optionee's heirs or legatees (as the case may be) shall have the right to exercise this option for the number of Optioned Shares (if any) for which the option is exercisable on the date of the Optionee's death. Such right shall lapse and this option shall cease to be exercisable upon the earlier of (i) __________ month anniversary of the date of the optionee's death or (ii) the Expiration Date. (c) Should Participant Optionee become Permanently Disabled permanently disabled and cease by reason thereof to remain in Service while this Option is outstandingbe an employee of the Company at any time during the option term, then the Participant Optionee shall have a period of twelve _____________ (12____) months (commencing with the date of such cessation of Serviceemployee status) during in which to exercise this Optionoption for any or all of the Optioned Shares for which this option is exercisable at the time of such cessation of employee status; provided, but however, that in no event shall this Option option be exercisable at any time after the Expiration Date. Optionee shall be deemed to be permanently disabled if Optionee is, by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than _____________ (____) months, unable to perform his/her usual duties for the Company or the parent or subsidiary corporation retaining his/her services. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (d) During Should the limited period Optionee's status as an employee be terminated for willful misconduct, theft, fraud, embezzlement or any unauthorized disclosure or use of exercisability applicable under subsections (a)confidential information or trade secrets or should the Optionee make or attempt to make any unauthorized use or disclosure of the confidential information or trade secrets of the Company or any parent or subsidiary corporation, (b) or (c) above, then in any such event this option may shall terminate and cease to be exercised for any or all exercisable immediately upon such termination of the Option Shares in which the Participant, at the time of cessation of Service, is vested in accordance with the exercise/vesting provisions specified in the Grant Notice or the special acceleration provisions of the Planemployee status. (e) Notwithstanding any provision For purposes of this Section 6 or any Paragraph 5 and for all other provision of purposes under this Agreement or Agreement, the Plan to the contrary, any Options granted under the Plan Optionee shall terminate as of the date Participant ceases be deemed to be in the Service an employee of the Company if Participant was terminated for “cause” or could have been terminated for “cause.” If Participant has an employment or consulting agreement with and to continue in the Company, 's employ for so long as the term “cause” shall have the meaning given that term Optionee remains in the employment or consulting agreement. If Participant does not have such an agreement with the Company, or if such agreement does not define the term “cause,” the term “cause” shall have the meaning set forth in Section 6(a) employ of the PlanCompany or one or more of its parent or subsidiary corporations.

Accelerated Termination of Option Term. The Option option term specified in Section 3 above Paragraph 2 shall terminate (and this Option option shall cease to be exercisable) prior to the Expiration Date should any one of the following provisions become applicable: (a) Except as otherwise provided in subsection subparagraphs (b), (c) or (cd) below, should Participant Optionee cease to remain in Service while this Option is outstandingbe an employee of the Company at any time during the option term, then the period for exercising this Option Optionee shall be reduced have up to a [three one (3)-month] 1) month period commencing with the date of such cessation of Serviceemployee status, in which to exercise this option for any or all of the Optioned Shares for which this option is at the time of such cessation of employee status exercisable, but in no event shall this Option option be exercisable at any time after the Expiration Date. Upon the expiration of such [three one (3)-month] period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding. (b) Should Participant die while this Option is outstanding, then the personal representative of the Participant’s estate or the person or persons to whom the option is transferred pursuant to the Participant’s will or in accordance with the law of descent and distribution shall have the right to exercise this Option. Such right shall lapse, and this Option shall cease to be exercisable, upon the earlier of (i) the expiration of the twelve (12) month period measured from the date of Participant’s death or (ii) the Expiration Date. Upon the expiration of such twelve (121) month period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (b) Should Optionee die while this option is outstanding, then the executors or administrators of Optionee's estate or Optionee's heirs or legatees (as the case may be) shall have the right to exercise this option for the number of Optioned Shares (if any) for which the option is exercisable on the date of the Optionee's death. Such right shall lapse and this option shall cease to be exercisable upon the earlier of (i) the twelve (12) month anniversary of the date of the optionee's death or (ii) the Expiration Date. (c) Should Participant Optionee become Permanently Disabled permanently disabled and cease by reason thereof to remain in Service while this Option is outstandingbe an employee of the Company at any time during the option term, then the Participant Optionee shall have a period of twelve six (126) months (commencing with the date of such cessation of Serviceemployee status) during in which to exercise this Optionoption for any or all of the Optioned Shares for which this option is exercisable at the time of such cessation of employee status; provided, but however, that in no event shall this Option option be exercisable at any time after the Expiration Date. Optionee shall be deemed to be permanently disabled if Optionee is, by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than six (6) months, unable to perform his/her usual duties for the Company or the parent or subsidiary corporation retaining his/her services. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding.. 3 (d) During Should the limited period Optionee's status as an employee be terminated for willful misconduct, theft, fraud, embezzlement or any unauthorized disclosure or use of exercisability applicable under subsections (a)confidential information or trade secrets or should the Optionee make or attempt to make any unauthorized use or disclosure of the confidential information or trade secrets of the Company or any parent or subsidiary corporation, (b) or (c) above, then in any such event this option may shall terminate and cease to be exercised for any or all exercisable immediately upon such termination of the Option Shares in which the Participant, at the time of cessation of Service, is vested in accordance with the exercise/vesting provisions specified in the Grant Notice or the special acceleration provisions of the Planemployee status. (e) Notwithstanding any provision For purposes of this Section 6 or any Paragraph 5 and for all other provision of purposes under this Agreement or Agreement, the Plan to the contrary, any Options granted under the Plan Optionee shall terminate as of the date Participant ceases be deemed to be in the Service an employee of the Company if Participant was terminated for “cause” or could have been terminated for “cause.” If Participant has an employment or consulting agreement with and to continue in the Company, 's employ for so long as the term “cause” shall have the meaning given that term Optionee remains in the employment or consulting agreement. If Participant does not have such an agreement with the Company, or if such agreement does not define the term “cause,” the term “cause” shall have the meaning set forth in Section 6(a) employ of the PlanCompany or one or more of its parent or subsidiary corporations.

Accelerated Termination of Option Term. The Option option term specified in Section 3 above Paragraph 2 shall terminate (and this Option option shall cease to be exercisable) prior to the Expiration Date should any to the extent one or more of the following provisions become applicable: (ai) Upon the Optionee's cessation of Service Provider status, this option shall immediately terminate and cease to be outstanding with respect to any Optioned Shares for which this option is not otherwise at that time exercisable or in which Optionee is not otherwise vested. (ii) Except as otherwise provided in subsection subparagraphs (biii) or through (cv) below, should Participant Optionee cease to remain in be a Service while this Option is outstandingProvider at any time during the option term, then the period for exercising this Option Optionee shall be reduced have up to a [three (3)-month] 3) month period commencing with the date of such cessation of ServiceService Provider status in which to exercise this option for any or all vested Optioned Shares for which this option is exercisable at the time of such cessation of Service Provider status, but in no event shall this Option option be exercisable at any time after the Expiration Date. Upon the expiration of such [three (3)-month] 3) month period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (biii) Should Participant Optionee die while this Option option is outstanding, then the personal representative of the Participant’s Optionee's estate or the person or persons to whom the option is transferred pursuant to the Participant’s Optionee's will or in accordance with the law laws of descent decent and distribution shall have the right to exercise this Optionoption, but only with respect to any vested Optioned Shares for which the option is exercisable on the date of such cessation of Service Provider status, less any vested Optioned Shares subsequently purchased by Optionee prior to death. Such right shall lapse, lapse and this Option option shall cease to be exercisable, exercisable upon the earlier of (ia) the expiration of the twelve one (121) month year period measured from the date of Participant’s the Optionee's death or (iib) the Expiration Date. Upon the expiration occurrence of such twelve (12) month period or (if earlier) upon the Expiration Dateearlier event, this Option the option shall terminate and cease to be outstandingexercisable. (civ) Should Participant Optionee become Permanently Disabled permanently disabled and cease by reason thereof to remain in be a Service while this Option is outstandingProvider at any time during the option term, then the Participant Optionee shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding. (d) During the limited period of exercisability applicable under subsections (a), (b) or (c) above, this option may be exercised for any or all of the Option Shares in which the Participant, at the time of cessation of Service, is vested in accordance with the exercise/vesting provisions specified in the Grant Notice or the special acceleration provisions of the Plan. (e) Notwithstanding any provision of this Section 6 or any other provision of this Agreement or the Plan to the contrary, any Options granted under the Plan shall terminate as of the date Participant ceases to be in the Service of the Company if Participant was terminated for “cause” or could have been terminated for “cause.” If Participant has an employment or consulting agreement with the Company, the term “cause” shall have the meaning given that term in the employment or consulting agreement. If Participant does not have such an agreement with the Company, or if such agreement does not define the term “cause,” the term “cause” shall have the meaning set forth in Section 6(a) of the Plan.commencing

Accelerated Termination of Option Term. The Option option term specified in Section Paragraph 3 above shall terminate (and this Option option shall cease to be exercisable) prior to the Expiration Date should any one of the following provisions become applicable: (a) Except as otherwise provided in subsection subparagraphs (b) or (c) below, should Participant Optionee cease to remain in Service while this Option is outstandingbe a director of the Company at any time before __________, 2001, then the period for exercising any then-vested portion of this Option option shall be reduced to a [three (3)-month] 3)-month period commencing with the date of such cessation of Service, but in no event shall this Option be exercisable at any time after the Expiration Datedirector status. Upon the expiration of such [three (3)-month] 3)-month period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (b) Should Participant Optionee die while this Option option is outstanding, then the personal representative executors or administrators of the Participant’s Optionee's estate or Optionee's heirs or legatees (as the person or persons to whom the option is transferred pursuant to the Participant’s will or in accordance with the law of descent and distribution case may be) shall have the right to exercise this Optionoption for the number of shares (if any) for which the option is exercisable on the date of the Optionee's death. Such right shall lapse, lapse and this Option option shall cease to be exercisable, exercisable upon the earlier of (i) the expiration of the twelve six (126) month period measured months from the date of Participant’s the Optionee's death or (ii) the Expiration Date. Upon . (c) Notwithstanding clause (a) above, should Optionee's status as a director be terminated for cause or should Optionee make or attempt to make any unauthorized use or disclosure of the expiration confidential information or trade secrets of the Company or any subsidiary corporations, then in any such twelve (12) month period or (if earlier) upon the Expiration Date, event this Option option shall terminate and cease to be outstandingexercisable immediately upon such termination of director status or such unauthorized disclosure or use of confidential or secret information or attempt thereat. (c) Should Participant become Permanently Disabled and cease by reason thereof to remain in Service while this Option is outstanding, then the Participant shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding. (d) During the limited period of exercisability applicable under subsections (a), (b) or (c) above, this option may be exercised for any or all of the Option Shares in which the Participant, at the time of cessation of Service, is vested in accordance with the exercise/vesting provisions specified in the Grant Notice or the special acceleration provisions of the Plan. (e) Notwithstanding any provision of this Section 6 or any other provision of this Agreement or the Plan to the contrary, any Options granted under the Plan shall terminate as of the date Participant ceases to be in the Service of the Company if Participant was terminated for “cause” or could have been terminated for “cause.” If Participant has an employment or consulting agreement with the Company, the term “cause” shall have the meaning given that term in the employment or consulting agreement. If Participant does not have such an agreement with the Company, or if such agreement does not define the term “cause,” the term “cause” shall have the meaning set forth in Section 6(a) of the Plan.

Accelerated Termination of Option Term. The Option option term specified in Section 3 above shall 1 will terminate (and this Option shall option will cease to be exercisable) prior to the Expiration Date should any one of the following provisions become applicable: (a) Except as otherwise provided in subsection Subsections (b) or ), (c) and (d) below, should Participant if you cease to remain in Service while this Option be a member of the Board of Directors of the Company who is outstandingnot a full or part-time employee of the Company or of any subsidiary or affiliate of the Company (a "Director") at any time during the option term, then the period for exercising this Option shall be reduced you will have up to a [three (3)-month] period months commencing with the date of such cessation of ServiceDirector status in which to exercise this option, but in no event shall will this Option be exercisable at any time after the Expiration Date. Upon the expiration of such [three (3)-month] period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding. (b) Should Participant die while this Option is outstanding, then the personal representative of the Participant’s estate or the person or persons to whom the option is transferred pursuant to the Participant’s will or in accordance with the law of descent and distribution shall have the right to exercise this Option. Such right shall lapse, and this Option shall cease to be exercisable, upon the earlier of (i) the expiration of the twelve (12) month period measured from the date of Participant’s death or (ii) the Expiration Date. Upon the expiration of such twelve (12) month period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding. (c) Should Participant become Permanently Disabled and cease by reason thereof to remain in Service while this Option is outstanding, then the Participant shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this Option shall option will terminate and cease to be outstanding. (db) During If you die while this option is outstanding, then the personal representative of your estate or the person or persons to whom the option is transferred pursuant to your will or in accordance with the laws of descent and distribution will have the right to exercise this option. Such right will lapse and this option will cease to be exercisable upon the earlier of (i) the expiration of the one-year period measured from the date of your death or (ii) the Expiration Date. (c) If you become permanently disabled and cease by reason thereof to be a Director at any time during the option term, then you will have a period of twelve months (commencing with the date of such cessation of Director status) during which to exercise this option; provided, however, that in no event will this option be exercisable at any time after the Expiration Date. Upon the expiration of such limited period of exercisability applicable under subsections (a), (b) or (cif earlier) aboveupon the Expiration Date, this option may will terminate and cease to be exercised for outstanding. You will be deemed to be permanently disabled if you are, by reason of any medically determinable physical or all mental impairment expected to result in death or to be of continuous duration of not less than twelve consecutive months or more, unable to perform your usual duties as a Director of the Option Shares in which the Participant, at the time of cessation of Service, is vested in accordance with the exercise/vesting provisions specified in the Grant Notice or the special acceleration provisions of the PlanCompany. (ed) Notwithstanding If your status as a Director is terminated on account of any provision act of this Section 6 (i) fraud or any other provision intentional misrepresentation or (ii) embezzlement, misappropriation or conversion of this Agreement assets or the Plan to the contrary, any Options granted under the Plan shall terminate as opportunities of the date Participant ceases to be in the Service of the Company if Participant was terminated for “cause” or could have been terminated for “cause.” If Participant has an employment or consulting agreement with the Company, the term “cause” shall have the meaning given that term in the employment or consulting agreement. If Participant does not have such an agreement with the Company, or if such agreement does not define the term “cause,” the term “cause” shall have the meaning set forth in Section 6(a) any unauthorized disclosure of confidential information or trade secrets of the PlanCompany, this option will terminate and cease to be exercisable immediately upon the date of such termination of Director status.

Accelerated Termination of Option Term. The Option Unless extended by the Plan Administrator in its sole discretion, the option term specified in Section 3 above Paragraph 2 shall terminate (and this Option option shall cease to be exercisable) prior to the Expiration Date should any of the following provisions become applicable: (ai) Except as otherwise provided in subsection subparagraph (bii) or (ciii) below, should Participant Optionee cease to remain in Service while this Option option is outstanding, then the period for exercising this Option option shall be reduced to a [three (3)-month] 3)-month period commencing with the date of such cessation of Service, but in no event shall this Option option be exercisable at any time after the Expiration Date. Upon the expiration of such [three (3)-month] 3)-month period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (bii) Should Participant Optionee die while this Option option is outstanding, then the personal representative of the Participant’s Optionee's estate or the person or persons to whom the option is transferred pursuant to the Participant’s Optionee's will or in accordance with the law of descent and distribution shall have the right to exercise this Optionoption. Such right shall lapse, lapse and this Option option shall cease to be exercisable, exercisable upon the earlier of (iA) the expiration of the twelve (12) month period measured from the date of Participant’s Optionee's death or (iiB) the Expiration Date. Upon the expiration of such twelve (12) month period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (ciii) Should Participant Optionee become Permanently Disabled permanently disabled and cease by reason thereof to remain in Service while this Option option is outstanding, then the Participant Optionee shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this Option Optionee shall terminate and cease be deemed to be outstanding.permanently disabled if Optionee is unable to engage in any substantial gainful activity for the Corporation or the parent or subsidiary corporation retaining his/her (div) During the limited period of exercisability applicable under subsections subparagraph (ai), (bii) or (ciii) above, this option may be exercised for any or all of the Option Shares in for which the Participantthis option is, at the time of the Optionee's cessation of Service, is vested exercisable in accordance with the exercise/vesting provisions exercise schedule specified in the Grant Notice or and the special acceleration provisions of the PlanParagraph 6 of this Agreement. (ev) Notwithstanding any provision For purposes of this Section 6 Paragraph 5 and for all other purposes under this Agreement: A. The Optionee shall be deemed to remain in SERVICE for so long as the Optionee continues to render periodic services to the Corporation or any other provision parent or subsidiary corporation, whether as an Employee, a non-employee member of this Agreement the board of directors, or an independent contractor or consultant. B. The Optionee shall be deemed to be an EMPLOYEE of the Plan Corporation and to continue in the Corporation's employ for so long as the Optionee remains in the employ of the Corporation or one or more of its parent or subsidiary corporations, subject to the contrary, any Options granted under the Plan shall terminate as control and direction of the date Participant ceases employer entity as to both the work to be performed and the manner and method of performance. C. A corporation shall be considered to be a SUBSIDIARY corporation of the Corporation if it is a member of an unbroken chain of corporations beginning with the Corporation, provided each such corporation in the Service chain (other than the last corporation) owns, at the time of determination, stock possessing 50% or more of the Company total combined voting power of all classes of stock in one of the other corporations in such chain. D. A corporation shall be considered to be a PARENT corporation of the Corporation if Participant was terminated for “cause” or could have been terminated for “cause.” If Participant has it is a member of an employment or consulting agreement unbroken chain ending with the CompanyCorporation, the term “cause” shall have the meaning given that term provided each such corporation in the employment or consulting agreement. If Participant does not have such an agreement with chain (other than the CompanyCorporation) owns, or if such agreement does not define at the term “cause,” the term “cause” shall have the meaning set forth in Section 6(a) of the Plan.time of

Accelerated Termination of Option Term. The Option option term specified in Section 3 above shall 1 will terminate (and this Option shall option will cease to be exercisable) prior to the Expiration Date should any one of the following provisions become applicable: (a) Except as otherwise provided in subsection Subsections (b) or ), (c) and (d) below, should Participant if you cease to remain in Service while this Option is outstandingbe an employee of the Company at any time during the option term, then the period for exercising this Option shall option will be reduced limited to a [three (3)-month] the three-month period commencing with the date of such cessation of Serviceemployee status; provided that, notwithstanding the foregoing, if you cease to be an employee of the Company and immediately thereafter become a consultant to the Company at any time during the option term, then the period for exercising this option will not be limited as aforesaid but will be limited to the three-month period commencing with the date of cessation of consultant status, if during the option term; and provided further, that in no event shall will this Option option be exercisable at any time after the Expiration Date. During any such limited period of exercisability, this option may not be exercised for more than the number of Optioned Shares (if any) for which it is exercisable at the date of your cessation of employee or consultant status, as the case may be. Upon the expiration of any such [three (3)-month] limited period of exercisability or (if earlier) upon the Expiration Date, this Option shall option will terminate and cease to be outstanding. (b) Should Participant If you die while this Option option is outstanding, then the personal representative of the Participant’s your estate or the person or persons to whom the option is transferred pursuant to the Participant’s will or your will, in accordance with the law laws of descent and distribution shall distribution, or pursuant to Section 1 above, will have the right to exercise this Optionoption, but only with respect to the number of Optioned Shares (if any) for which it is exercisable at the date of your death. Such right shall will lapse, and this Option shall option will cease to be exercisable, upon the earlier of (i) the expiration of the twelve (12) month one-year period measured from the date of Participant’s your death or (ii) the specified Expiration Date. Upon Date of the expiration of such twelve (12) month period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstandingoption term. (c) Should Participant If you become Permanently Disabled permanently disabled and cease by reason thereof to remain in Service while this Option is outstandingbe either an employee of or a consultant to the Company at any time during the option term, then the Participant shall you will have a period of twelve (12) months (commencing with the date of such cessation of Serviceemployee or consultant status, as the case may be) during which to exercise this Optionoption; provided, but however, that in no event shall this Option option be exercisable at any time after the Expiration Date. During such limited period of exercisability, this option may not be exercised for more than the number of Optioned Shares (if any) for which this option is exercisable at the date of your cessation of employee or consultant status, as the case may be. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this Option shall option will terminate and cease to be outstanding. You will be deemed to be permanently disabled if you are, by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than twelve consecutive months or more, unable to perform your usual duties for the Company or its subsidiaries. (d) During the Should (i) your status as either an employee or a consultant be terminated for cause (including, but not limited period to, any act of exercisability applicable under subsections (adishonesty, willful misconduct, fraud or embezzlement or any unauthorized disclosure or use of confidential information or trade secrets), (b) or (cii) aboveyou make or attempt to make any unauthorized use or disclosure of confidential information or trade secrets of the Company or its subsidiaries, then in any such event this option will terminate and cease to be exercisable immediately upon the date of such termination of employee or consultant status, as the case may be, or such unauthorized use or disclosure of confidential or secret information or attempt thereat. (e) For purposes of this Agreement, you will be exercised for any or all deemed to be an employee of the Option Shares Company for so long as you remain in which the Participantemploy of the Company or one or more of its subsidiaries, and you will be deemed to be a consultant to the Company for so long as you are actively rendering consulting services on a periodic basis to the Company or one or more of its subsidiaries. A corporation will be deemed to be a subsidiary of the Company if it is a member of an unbroken chain of corporations beginning with the Company, provided that each such corporation in the chain (other than the last corporation) owns, at the time of cessation of Servicedetermination, is vested in accordance with the exercise/vesting provisions specified in the Grant Notice stock possessing 50% or the special acceleration provisions more of the Plan. (e) Notwithstanding any provision total combined voting power of this Section 6 or any other provision all classes of this Agreement or the Plan to the contrary, any Options granted under the Plan shall terminate as stock in one of the date Participant ceases to be other corporations in the Service of the Company if Participant was terminated for “cause” or could have been terminated for “causesuch chain.” If Participant has an employment or consulting agreement with the Company, the term “cause” shall have the meaning given that term in the employment or consulting agreement. If Participant does not have such an agreement with the Company, or if such agreement does not define the term “cause,” the term “cause” shall have the meaning set forth in Section 6(a) of the Plan.

Accelerated Termination of Option Term. The Option Unless extended by the Plan Administrator in its sole discretion, the option term specified in Section 3 above Paragraph 2 shall terminate (and this Option option shall cease to be exercisable) prior to the Expiration Date should any of the following provisions become applicable: (ai) Except as otherwise provided in subsection subparagraph (bii) or (ciii) below, should Participant Optionee cease to remain in Service while this Option option is outstanding, then the period for exercising this Option option shall be reduced to a [three (3)-month] 3)-month period commencing with the date of such cessation of Service, but in no event shall this Option option be exercisable at any time after the Expiration Date. Upon the expiration of such [three (3)-month] 3)-month period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (bii) Should Participant Optionee die while this Option option is outstanding, then the personal representative of the Participant’s Optionee's estate or the person or persons to whom the option is transferred pursuant to the Participant’s Optionee's will or in accordance with the law of descent and distribution shall have the right to exercise this Optionoption. Such right shall lapse, lapse and this Option option shall cease to be exercisable, exercisable upon the earlier of (iA) the expiration of the twelve (12) month period measured from the date of Participant’s Optionee's death or (iiB) the Expiration Date. Upon the expiration of such twelve (12) month period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (ciii) Should Participant Optionee become Permanently Disabled permanently disabled and cease by reason thereof to remain in Service while this Option option is outstanding, then the Participant Optionee shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. Optionee shall be deemed to be permanently disabled if Optionee is unable to engage in any substantial gainful activity for the Corporation or the parent or subsidiary corporation retaining his/her services by reason of any medically determinable physical or mental impairment, which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (div) During the limited period of exercisability applicable under subsections subparagraph (ai), (bii) or (ciii) above, this option may be exercised for any or all of the Option Shares in for which the Participantthis option is, at the time of the Optionee's cessation of Service, is vested exercisable in accordance with the exercise/vesting provisions exercise schedule specified in the Grant Notice or and the special acceleration provisions of the PlanParagraph 6 of this Agreement. (ev) Notwithstanding any provision For purposes of this Section 6 Paragraph 5 and for all other purposes under this Agreement: A. The Optionee shall be deemed to remain in SERVICE for so long as the Optionee continues to render periodic services to the Corporation or any other provision parent or subsidiary corporation, whether as an Employee, a non-employee member of this Agreement the board of directors, or an independent contractor or consultant. B. The Optionee shall be deemed to be an EMPLOYEE of the Plan Corporation and to continue in the Corporation's employ for so long as the Optionee remains in the employ of the Corporation or one or more of its parent or subsidiary corporations, subject to the contrary, any Options granted under the Plan shall terminate as control and direction of the date Participant ceases employer entity as to both the work to be performed and the manner and method of performance. C. A corporation shall be considered to be a SUBSIDIARY corporation of the Corporation if it is a member of an unbroken chain of corporations beginning with the Corporation, provided each such corporation in the Service chain (other than the last corporation) owns, at the time of determination, stock possessing 50% or more of the Company total combined voting power of all classes of stock in one of the other corporations in such chain. D. A corporation shall be considered to be a PARENT corporation of the Corporation if Participant was terminated for “cause” or could have been terminated for “cause.” If Participant has it is a member of an employment or consulting agreement unbroken chain ending with the CompanyCorporation, the term “cause” shall have the meaning given that term provided each such corporation in the employment chain (other than the Corporation) owns, at the time of determination, stock possessing 50% or consulting agreement. If Participant does not have such an agreement with the Company, or if such agreement does not define the term “cause,” the term “cause” shall have the meaning set forth in Section 6(a) more of the Plantotal combined voting power of all classes of stock in one of the other corporations in such chain.

Accelerated Termination of Option Term. The Option option term specified in Section 3 above Paragraph 2 shall terminate (and this Option shall cease to be exercisable) prior to the Expiration Date should any of the following provisions become applicable: (a) Except as otherwise provided in subsection subparagraph (b) or (c) below, should Participant Optionee cease to remain in Service while this Option is outstanding, then the period for exercising this Option shall be reduced to a [three (3)-month] 3) month period commencing with the date of such cessation of Service, but in no event shall this Option be exercisable at any time after the Expiration Date. Upon the expiration of such [three (3)-month] 3) month period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding. (b) Should Participant Optionee die while this Option is outstanding, then the personal representative of the Participant’s Optionee's estate or the person or persons to whom the option Option is transferred pursuant to the Participant’s Optionee's will or in accordance with the law of descent and distribution shall have the right to exercise this Option. Such right shall lapse, and this Option shall cease to be exercisable, upon the earlier EARLIER of (i) the expiration of the twelve (12) month period measured from the date of Participant’s Optionee's death or (ii) the Expiration Date. Upon the expiration of such twelve (12) month period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding. (c) Should Participant Optionee become Permanently Disabled and cease by reason thereof to remain in Service while this Option is outstanding, then the Participant Optionee shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding. (d) During the limited period of exercisability applicable under subsections subparagraphs (a), (b) or (c) above, this option Option may be exercised for any or all of the Option Shares in which the ParticipantOptionee, at the time of cessation of Service, is vested in accordance with the exercise/vesting provisions specified in the Grant Notice or the special acceleration provisions of the PlanParagraph 6 of this Agreement. (e) Notwithstanding any provision provisions of this Section 6 paragraph 5 or any other provision of this Agreement or the 2005 Plan to the contrary, any Options options granted under the 2005 Plan shall terminate as of the date Participant Optionee ceases to be in the Service of the Company Corporation if Participant Optionee was terminated for “"cause” " or could have been terminated for “"cause.” " If Participant Optionee has an employment or consulting agreement with the CompanyCorporation, the term “"cause” " shall have the meaning given that term in the employment or consulting agreement. If Participant Optionee does not have such an employment or consulting agreement with the CompanyCorporation, or if such employment or consulting agreement does not define the term “"cause,” " the term “"cause” " shall have mean: (1) misconduct or dishonesty that materially adversely affects the meaning set forth Corporation, including without limitation (i) an act materially in Section 6(a) conflict with the financial interests of the PlanCorporation, (ii) an act that could damage the reputation or customer relations of the Corporation, (iii) an act that could subject the Corporation to liability, (iv) an act constituting sexual harassment or other violation of the civil rights of co-workers, (v) failure to obey any lawful instruction of the Board or any officer of the Corporation and (vi) failure to comply with, or perform any duty required under, the terms of any confidentiality, inventions, or noncompetition agreement Optionee may have with the Corporation, or (2) acts constituting the unauthorized disclosure of any trade secrets or confidential information of the Corporation, unfair competition with the corporation or the inducement of any customer of the Corporation to breach any contract during the pendency of any investigation by the Board, or its designee, and/or any negotiations by the Board, or its designee, and Optionee, regarding any actual or alleged act or omission by Optionee of the type described in this paragraph.

Accelerated Termination of Option Term. The Option option term specified in Section 3 above 2 shall terminate (and this Option shall cease to be exercisable) prior to the Expiration Date should any one of the following provisions become applicable: (a) 5.1 Except as otherwise provided in subsection (b) or (c) subparagraph 5.2. below, should Participant cease Optionee's employment or other relationship terminate with the Company ("TERMINATION"), as shall be determined by the Company's Board of Directors or a committee designated by the Board of Directors to remain in Service administer the Plan (the "COMMITTEE"), while this Option is outstanding, then all unvested Options shall immediately terminate and the period for exercising this any vested Option shall be reduced to a [three thirty (3)-month] 30) day period commencing with on the date of such cessation of Service, but in no event shall this Option be exercisable at any time after the Expiration DateTermination. Upon the expiration of such [three thirty (3)-month] 30) day period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding. (b) 5.2 Should Participant die while this Option is outstandingthe Termination be a result of the death or disability of Optionee, then the personal representative of the Participant’s Optionee's estate or the person or persons to whom the option Option is transferred pursuant to the Participant’s Optionee's will or in accordance with the law of descent and distribution shall have the right to exercise this Option. Such right shall lapse, and this any vested Option shall cease to be exercisable, upon the earlier of within six (i6) the expiration of the twelve (12) month period measured from months after the date of Participant’s death or (ii) the Expiration DateTermination. Upon the expiration of such twelve six (126) month period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding. (c) Should Participant become Permanently Disabled and cease by reason thereof to remain in Service while this Option is outstanding, then the Participant shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding. (d) 5.3 During the limited period of exercisability applicable under subsections (a), (b) or (c) Sections 5.1 and 5.2 above, this option Option may be exercised for any or all of the Option Shares in for which the Participantthis Option is, at the time of cessation of Servicethe Termination, is vested exercisable in accordance with the exercise/vesting provisions exercise schedule specified in the Grant Notice or and the special acceleration provisions of the Plan. (e) Notwithstanding any provision Section 6 of this Section 6 or any other provision of this Agreement or the Plan to the contrary, any Options granted under the Plan shall terminate as of the date Participant ceases to be in the Service of the Company if Participant was terminated for “cause” or could have been terminated for “causeAgreement.” If Participant has an employment or consulting agreement with the Company, the term “cause” shall have the meaning given that term in the employment or consulting agreement. If Participant does not have such an agreement with the Company, or if such agreement does not define the term “cause,” the term “cause” shall have the meaning set forth in Section 6(a) of the Plan.

Accelerated Termination of Option Term. The Option option term specified in Section 3 above Paragraph 2 shall terminate (and this Option option shall cease to be exercisable) prior to the Expiration Date should any of the following provisions become applicable: (a) : Except as otherwise provided in subsection subparagraph (bii) or (ciii) below, should Participant Optionee cease to remain in Service while this Option option is outstanding, then the period for exercising this Option option shall be reduced to a [three (3)-month] 3)-month period commencing with the date of such cessation of Service, but in no event shall this Option option be exercisable at any time after the Expiration Date. Upon the expiration of such [three (3)-month] 3)-month period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (b) . Should Participant Optionee die while this Option option is outstanding, then the personal representative of the Participant’s Optionee's estate or the person or persons to whom the option is transferred pursuant to the Participant’s Optionee's will or in accordance with the law of descent and distribution shall have the right to exercise this Optionoption. Such right shall lapse, lapse and this Option option shall cease to be exercisable, exercisable upon the earlier of (iA) the expiration of the twelve (12) month period measured from the date of Participant’s Optionee's death or (iiB) the Expiration Date. Upon the expiration of such twelve (12) month period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (c) . Should Participant Optionee become Permanently Disabled permanently disabled and cease by reason thereof to remain in Service while this Option option is outstanding, then the Participant Optionee shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. Optionee shall be deemed to be permanently disabled if Optionee is unable to engage in any substantial gainful activity for the Corporation or the parent or subsidiary corporation retaining his/her services by reason of any medically determinable physical or mental impairment, which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (d) . During the limited period of exercisability applicable under subsections subparagraph (ai), (bii) or (ciii) above, this option may be exercised for any or all of the Option Shares in for which the Participantthis option is, at the time of the Optionee's cessation of Service, is vested exercisable in accordance with the exercise/vesting provisions exercise schedule specified in the Grant Notice or and the special acceleration provisions of the Plan. (e) Notwithstanding any provision Paragraph 6 of this Section 6 Agreement. For purposes of this Paragraph 5 and for all other purposes under this Agreement: The Optionee shall be deemed to remain in Service for so long as the Optionee continues to render periodic services to the Corporation or any other provision parent or subsidiary corporation, whether as an Employee, a non-employee member of this Agreement the board of directors, or an independent contractor or consultant. The Optionee shall be deemed to be an Employee of the Plan Corporation and to continue in the Corporation's employ for so long as the Optionee remains in the employ of the Corporation or one or more of its parent or subsidiary corporations, subject to the contrary, any Options granted under the Plan shall terminate as control and direction of the date Participant ceases employer entity as to both the work to be performed and the manner and method of performance. A corporation shall be considered to be a subsidiary corporation of the Corporation if it is a member of an unbroken chain of corporations beginning with the Corporation, provided each such corporation in the Service chain (other than the last corporation) owns, at the time of determination, stock possessing 50% or more of the Company total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation shall be considered to be a parent corporation of the Corporation if Participant was terminated for “cause” or could have been terminated for “cause.” If Participant has it is a member of an employment or consulting agreement unbroken chain ending with the CompanyCorporation, the term “cause” shall have the meaning given that term provided each such corporation in the employment chain (other than the Corporation) owns, at the time of determination, stock possessing 50% or consulting agreement. If Participant does not have such an agreement with the Company, or if such agreement does not define the term “cause,” the term “cause” shall have the meaning set forth in Section 6(a) more of the Plantotal combined voting power of all classes of stock in one of the other corporations in such chain.

Accelerated Termination of Option Term. The Option option term specified in Section 3 above Paragraph 2 shall terminate (and this Option option shall cease to be exercisable) prior to the Expiration Date should any of the following provisions become applicable: (a) Except as otherwise provided in subsection (b) or (c) below, should Participant Should Optionee cease to remain in Service for any reason other than death or permanent disability while this Option option is outstanding, then the period for exercising this Option option, if it is otherwise exercisable, shall be reduced to a [three (3)-month] 3) month period commencing with the date of such cessation of Service, but in no event shall this Option option be exercisable at any time after the Expiration Date. Upon the expiration of such [three (3)-month] 3) month period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (b) Should Participant Optionee die while this Option option is outstanding, then the personal representative of the ParticipantOptionee’s estate or the person or persons to whom the option is transferred pursuant to the ParticipantOptionee’s will or in accordance with the law of descent and distribution shall have the right to exercise this Optionoption. Such right shall lapse, lapse and this Option option shall cease to be exercisable, exercisable upon the earlier of (iA) the expiration of the twelve (12) month period measured from the date of ParticipantOptionee’s death or (iiB) the Expiration Date. Upon the expiration of such twelve (12) month period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (c) Should Participant Optionee become Permanently Disabled permanently disabled and cease by reason thereof to remain in Service while this Option option is outstanding, then the Participant Optionee shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Option, option but in no event shall this Option option be exercisable at any time after the Expiration Date. Optionee shall be deemed to be permanently disabled if Optionee is unable to engage in any substantial gainful activity for the Corporation or the parent or subsidiary corporation retaining his/her services by reason of any medically determinable physical or mental impairment, which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (d) During the limited period of exercisability applicable under subsections subparagraph (a), (b) or (c) above, this option may be exercised for any or all of the Option Shares in for which the Participantthis option is, at the time of the Optionee’s cessation of Service, is vested exercisable in accordance with the exercise/vesting provisions exercise schedule specified in the Grant Notice or and the special acceleration provisions of the PlanParagraph 6 of this Agreement. (e) Notwithstanding any provision For purposes of this Section 6 Paragraph 5 and for all other purposes under this Agreement: (i) The Optionee shall be deemed to remain in SERVICE for so long as the Optionee continues to render periodic services to the Corporation or any other provision Parent or Subsidiary corporation, as an Employee. (ii) The Optionee shall be deemed to be an EMPLOYEE of this Agreement the Corporation and to continue in the Corporation’s employ for so long as the Optionee remains in the employ of the Corporation or the Plan one or more of its Parent or Subsidiary corporations, subject to the contrary, any Options granted under the Plan shall terminate as control and direction of the date Participant ceases employer entity as to both the work to be performed and the manner and method of performance. (iii) A corporation shall be considered to be a SUBSIDIARY corporation of the Corporation if it is a member of an unbroken chain of corporations beginning with the Corporation, provided each such corporation in the Service chain (other than the last corporation which is owned 50% or more of the Company total combined voting power of all classes of stock by the corporation immediately above it in the unbroken chain) owns, at the time of determination, stock possessing 50% or more of the total combined voting power of all classes of stock in the corporation immediately below it in such chain. (iv) A corporation shall be considered to be a PARENT corporation of the Corporation if Participant was terminated for “cause” or could have been terminated for “cause.” If Participant has it is a member of an employment or consulting agreement unbroken chain beginning above the Corporation in an unbroken chain and ending with the CompanyCorporation, the term “cause” shall have the meaning given that term provided each corporation in the employment chain (other than the Corporation) owns, at the time of determination, stock possessing 50% or consulting agreement. If Participant does not have such an agreement with the Company, or if such agreement does not define the term “cause,” the term “cause” shall have the meaning set forth in Section 6(a) more of the Plantotal combined voting power of all classes of stock in the corporation immediately below it in such chain.

Accelerated Termination of Option Term. The Option term specified in Section 3 above shall terminate (and this Option shall cease to be exercisable) prior to the Expiration Date should any of the following provisions become applicable: (a) Except as otherwise provided in subsection (b) or (c) below, should Participant cease to remain in Service while this Option is outstanding, then the period for exercising this Option shall be reduced to a [three (3)-month] five-year period commencing with the date of such cessation of Service, but in no event shall this Option be exercisable at any time after the Expiration Date. Upon the expiration of such [three (3)-month] five year period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding. (b) Should Participant die while this Option is outstanding, then the personal representative of the Participant’s estate or the person or persons to whom the option is transferred pursuant to the Participant’s will or in accordance with the law of descent and distribution shall have the right to exercise this Option. Such right shall lapse, and this Option shall cease to be exercisable, upon the earlier of (i) the expiration of the twelve (12) month period measured from the date of Participant’s death or (ii) the Expiration Date. Upon the expiration of such twelve (12) month period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding. (c) Should Participant become Permanently Disabled and cease by reason thereof to remain in Service while this Option is outstanding, then the Participant shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding. (d) During the limited period of exercisability applicable under subsections (a), (b) or (c) above, this option may be exercised for any or all of the Option Shares in which the Participant, at the time of cessation of Service, is vested in accordance with the exercise/vesting provisions specified in the Grant Notice notice or confirmation or the special acceleration provisions of the Plan. (e) Notwithstanding any provision of this Section 6 or any other provision of this Agreement or the Plan to the contrary, any Options granted under the Plan shall terminate as of the date Participant ceases to be in the Service of the Company if Participant was terminated for “cause” or could have been terminated for “cause.” If Participant has an employment or consulting agreement with the Company, the term “cause” shall have the meaning given that term in the employment or consulting agreement. If Participant does not have such an agreement with the Company, or if such agreement does not define the term “cause,” the term “cause” shall have the meaning set forth in Section 6(a) of the Plan. (f) Notwithstanding any provision of this Section 6 or any other provision of this Agreement or the Plan to the contrary, any Options granted under the Plan shall terminate as of the date Participant ceases to be in the Service of the Company if Participant’s employment or other relationship of an Optionee with the Company shall be terminated voluntarily by the Optionee and without the consent of the Company.

Accelerated Termination of Option Term. The Option option term specified in Section 3 above Paragraph 2 shall terminate (and this Option option shall cease to be exercisable) prior to the Expiration Date should any of the following provisions become applicable: (ai) Except as otherwise provided in subsection subparagraph (bii) or (ciii) below, should Participant Optionee cease to remain in Service while this Option option is outstanding, then the period for exercising this Option option shall be reduced to a [three (3)-month] 3)-month period commencing with the date of such cessation of Service, but in no event shall this Option option be exercisable at any time after the Expiration Date. Upon the expiration of such [three (3)-month] 3)-month period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (bii) Should Participant Optionee die while this Option option is outstanding, then the personal representative of the Participant’s Optionee's estate or the person or persons to whom the option is transferred pursuant to the Participant’s Optionee's will or in accordance with the law of descent and distribution shall have the right to exercise this Optionoption. Such right shall lapse, lapse and this Option option shall cease to be exercisable, exercisable upon the earlier EARLIER of (iA) the expiration of the twelve (12) month period measured from the date of Participant’s Optionee's death or (iiB) the Expiration Date. Upon the expiration of such twelve (12) month period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (ciii) Should Participant Optionee become Permanently Disabled permanently disabled and cease by reason thereof to remain in Service while this Option option is outstanding, then the Participant Optionee shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. Upon Optionee shall be deemed to be permanently disabled if Optionee is unable to engage in any substantial gainful activity for the expiration Corporation or the parent or subsidiary corporation retaining his/her services by reason of such limited any medically determinable physical or mental impairment, which can be expected to result in death or which has lasted or can be expected to last for a continuous period of exercisability or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding. (d) During the limited period of exercisability applicable under subsections (a), (b) or (c) above, this option may be exercised for any or all of the Option Shares in which the Participant, at the time of cessation of Service, is vested in accordance with the exercise/vesting provisions specified in the Grant Notice or the special acceleration provisions of the Plan. (e) Notwithstanding any provision of this Section 6 or any other provision of this Agreement or the Plan to the contrary, any Options granted under the Plan shall terminate as of the date Participant ceases to be in the Service of the Company if Participant was terminated for “cause” or could have been terminated for “cause.” If Participant has an employment or consulting agreement with the Company, the term “cause” shall have the meaning given that term in the employment or consulting agreement. If Participant does not have such an agreement with the Company, or if such agreement does not define the term “cause,” the term “cause” shall have the meaning set forth in Section 6(a) of the Plan.less than twelve

Accelerated Termination of Option Term. The Option option term specified in Section 3 above Paragraph 2 shall terminate (and this Option option shall cease to be exercisable) prior to the Expiration Date should any one of the following provisions become applicable: (ai) Except as otherwise provided in subsection subparagraphs (bii), (iii) or (civ) below, should Participant Optionee cease to remain in Service while this Option is outstandingbe an employee of the Company at any time during the option term, then the period for exercising this Option Optionee shall be reduced have up to a [three (3)-month] 3) month period commencing with the date of such cessation of Serviceemployee status, in which to exercise this option for any or all of the Optioned Shares for which this option is at the time of such cessation exercisable, but in no event shall this Option option be exercisable at any time after the Expiration Date. Upon the expiration of such [three (3)-month] period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding. (b) Should Participant die while this Option is outstanding, then the personal representative of the Participant’s estate or the person or persons to whom the option is transferred pursuant to the Participant’s will or in accordance with the law of descent and distribution shall have the right to exercise this Option. Such right shall lapse, and this Option shall cease to be exercisable, upon the earlier of (i) the expiration of the twelve (12) month period measured from the date of Participant’s death or (ii) the Expiration Date. Upon the expiration of such twelve (123) month period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (cii) Should Participant Optionee die while this option is outstanding, then the executors or administrators of Optionee's estate or Optionee's heirs or legatees (as the case may be) shall have the right to exercise this option for the number of Optioned Shares (if any) for which the option is exercisable on the date of the Optionee's death. Such right shall lapse and this option shall cease to be exercisable upon the earlier of (i) the first anniversary of the date of the Optionee's death or (ii) the Expiration Date. (iii) Should Optionee become Permanently Disabled permanently disabled and cease by reason thereof to remain in Service while this Option is outstandingbe an employee of the Company at any time during the option term, then the Participant Optionee shall have a period of twelve (12) months (commencing with the date of such cessation of Serviceemployee status) during in which to exercise this Optionoption for any or all of the Optioned Shares for which this option is exercisable at the time of such cessation of employee status; provided, but however, that in no event shall this Option option be exercisable exercised at any time after the Expiration Date. Optionee shall be deemed to be permanently disabled if Optionee is, by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than twelve (12) months, unable to perform his/her usual duties for the Company. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (d) During the limited period of exercisability applicable under subsections (a), (b) or (c) above, this option may be exercised for any or all of the Option Shares in which the Participant, at the time of cessation of Service, is vested in accordance with the exercise/vesting provisions specified in the Grant Notice or the special acceleration provisions of the Plan. (e) Notwithstanding any provision of this Section 6 or any other provision of this Agreement or the Plan to the contrary, any Options granted under the Plan shall terminate as of the date Participant ceases to be in the Service of the Company if Participant was terminated for “cause” or could have been terminated for “cause.” If Participant has an employment or consulting agreement with the Company, the term “cause” shall have the meaning given that term in the employment or consulting agreement. If Participant does not have such an agreement with the Company, or if such agreement does not define the term “cause,” the term “cause” shall have the meaning set forth in Section 6(a) of the Plan.

Accelerated Termination of Option Term. The Option option term specified in Section 3 above Paragraph 2 shall terminate (and this Option option shall cease to be exercisable) prior to the Expiration Date should any one of the following provisions become applicable: (a) Except as otherwise provided in subsection (b) or (c) below, should Participant Should an Optionee cease to remain be a service provider to the Company ("Service Provider"), or employee or director, because of death or permanent disability as defined in Service while this Option is outstandingSection 105(d)(4) of the Internal Revenue Code), then any option or options granted under the Plan to such Optionee and outstanding on the Cessation Date (as defined below) shall remain exercisable for a period for exercising this Option shall be reduced to a [three of six (3)-month] period commencing with 6) months from the date of such cessation of ServiceService Provider, but in no event employee or director, status (the "Cessation Date"), and (ii) should an Optionee cease to be a service provider to the Company ("Service Provider"), or employee or director, for any other reason, then any option or options granted under the Plan to such Optionee and outstanding on the Cessation Date shall this Option remain exercisable for a period of thirty (30) days from the Cessation Date. Each such option shall, during such six (6) month or thirty (30) day period, be exercisable at any time after to the Expiration Dateextent of the number of shares (if any) for which the option is exercisable on the Cessation Date (the "Vested Shares"), and to the extent that on the Cessation Date the number of shares (if any) for which the option is not exercisable will become exercisable within the following year, the Optionee may exercise the option for a percentage of such shares based on the following fraction: the numerator shall be the number of days from the last anniversary date of the grant of the option to the Cessation Date and the denominator shall be the number of days from the last anniversary date of the grant of the option to the next anniversary date of the grant of the option. Upon the expiration of such [three six (3)-month] 6) month or shorter period or (if earlier) upon the Expiration Dateexpiration of the option term, this Option the option shall terminate and cease to be outstandingexercisable. For purposes of the Plan, the Optionee shall be deemed to be a service provider of the Company for so long as the Optionee renders periodic services to the Company or one or more of its parent or subsidiary corporations. (b) Should Participant Optionee die while this Option option is outstanding, then the personal representative executors or administrators of the Participant’s Optionee's estate or Optionee's heirs or legatees (as the person or persons to whom the option is transferred pursuant to the Participant’s will or in accordance with the law of descent and distribution case may be) shall have the right to exercise this Optionoption for the number of Option Shares (if any) for which the option is exercisable on the date of the Optionee's death. Such right shall lapse, lapse and this Option option shall cease to be exercisable, exercisable upon the earlier of (i) the expiration of the twelve six (126) month period measured from anniversary of the date of Participant’s the optionee's death or (ii) the Expiration Date. Upon the expiration of such twelve (12) month period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding. (c) Should Participant become Permanently Disabled and cease Optionee shall be deemed to be permanently disabled if Optionee is, by reason thereof of any medically determinable physical or mental impairment expected to remain result in Service while this Option is outstandingdeath or to be of continuous duration of not less than six (6) months, then unable to perform his/her usual duties for the Participant shall have a period of twelve (12) months (commencing with Company or the date of such cessation of Service) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Dateparent or subsidiary corporation retaining his/her services. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (d) During the limited period of exercisability applicable under subsections (a), (b) or (c) above, this option may be exercised for any or all of the Option Shares in which the Participant, at the time of cessation of Service, is vested in accordance with the exercise/vesting provisions specified in the Grant Notice or the special acceleration provisions of the Plan. (e) Notwithstanding any provision of this Section 6 or any other provision of this Agreement or the Plan to the contrary, any Options granted under the Plan shall terminate as of the date Participant ceases to be in the Service of the Company if Participant was terminated for “cause” or could have been terminated for “cause.” If Participant has an employment or consulting agreement with the Company, the term “cause” shall have the meaning given that term in the employment or consulting agreement. If Participant does not have such an agreement with the Company, or if such agreement does not define the term “cause,” the term “cause” shall have the meaning set forth in Section 6(a) of the Plan.

Accelerated Termination of Option Term. The Option option term specified in Section 3 2 above shall terminate (and this Option option shall cease to be exercisable) prior to the Expiration Date should any of the following provisions become applicable: (a) Except as otherwise provided in subsection (b) or (c) below, should Participant Optionee cease to remain in Service while this Option option is outstanding, then the period for exercising this Option option shall be reduced to a [three (3)-month] 3)-month period commencing with the date of such cessation of Service, but in no event shall this Option be exercisable at any time after the Expiration Date. Upon the expiration of such [three (3)-month] period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding.of (b) Should Participant Optionee die while this Option option is outstanding, then the personal representative of the Participant’s Optionee's estate or the person or persons to whom the option is transferred pursuant to the Participant’s Optionee's will or in accordance with the law of descent and distribution shall have the right to exercise this Optionoption. Such right shall lapse, and this Option option shall cease to be exercisable, upon the earlier of (i) the expiration of the twelve (12) month period measured from the date of Participant’s Optionee's death or (ii) the Expiration Date. Upon the expiration of such twelve (12) month period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (c) Should Participant Optionee become Permanently Disabled and cease by reason thereof to remain in Service while this Option option is outstanding, then the Participant Optionee shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (d) During the limited period of exercisability applicable under subsections (a), (b) or (c) above, this option may be exercised for any or all of the Option Shares in which the ParticipantOptionee, at the time of cessation of Service, is vested in accordance with the exercise/vesting provisions specified in the Grant Notice or the special acceleration provisions of the PlanSection 6 of this Agreement. (e) Notwithstanding any provision of this Section 6 5 or any other provision of this Agreement or the Plan to the contrary, any Options options granted under the Plan shall terminate as of the date Participant Optionee ceases to be in the Service of the Company if Participant Optionee was terminated for “"cause” " or could have been terminated for “"cause.” " If Participant Optionee has an employment or consulting agreement with the Company, the term “"cause” " shall have the meaning given that term in the employment or consulting agreement. If Participant Optionee does not have such an agreement with the Company, or if such agreement does not define the term “"cause,” " the term “"cause” " shall have mean: (1) misconduct or dishonesty that materially adversely affects the meaning set forth Company, including without limitation (i) an act materially in Section 6(a) conflict with the financial interests of the PlanCompany, (ii) an act that could damage the reputation or customer relations of the Company, (iii) an act that could subject the Company to liability, (iv) an act constituting sexual harassment or other violation of the civil rights of coworkers, (v) failure to obey any lawful instruction of the Board or any officer of the Company, and (vi) failure to comply with, or perform any duty required under the terms of any confidentiality, inventions or non-competition agreement Optionee may have with the Company, or (2) acts constituting the unauthorized disclosure of any of the trade secrets or confidential information of the Company, unfair competition with the Company or the inducement of any customer of the Company to breach any contract with the Company. The right to exercise any option shall be suspended automatically during the pendency of any investigation by the Board or its designee, and/or any negotiations by the Board or its designee and Optionee, regarding any actual or alleged act or omission by Optionee of the type described in this subsection.

Accelerated Termination of Option Term. The Option option term specified in Section 3 above Paragraph 2 shall terminate (and this Option option shall cease to be exercisableexercisable in whole or in part) prior to the Expiration Date should any of the following provisions become applicable: (ai) Except as otherwise provided in subsection subparagraph (bii) or (ciii) below, should Participant Optionee cease to remain in Service while this Option option is outstanding, then the period for exercising this Option option shall be reduced to a [three (3)-month] 3)-month period commencing with the date of such cessation of Service, but in no event shall this Option option be exercisable at any time after the Expiration Date. Upon the expiration of such [three (3)-month] 3)-month period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (bii) Should Participant Optionee die while this Option option is outstanding, then the personal representative of the Participant’s Optionee's estate or the person or persons to whom the option is transferred pursuant to the Participant’s Optionee's will or in accordance with the law of descent and distribution shall have the right to exercise this Optionoption. Such right shall lapse, lapse and this Option option shall cease to be exercisable, exercisable upon the earlier of (iA) the expiration of the twelve (12) month period measured from the date of Participant’s Optionee's death or (iiB) the Expiration Date. Upon the expiration of such twelve (12) month period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (ciii) Should Participant Optionee become Permanently Disabled permanently disabled and cease by reason thereof to remain in Service while this Option option is outstanding, then the Participant Optionee shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. Optionee shall be deemed to be permanently disabled if Optionee is unable to engage in any substantial gainful activity for the Corporation or the parent or subsidiary corporation retaining his/her services by reason of any medically determinable physical or mental impairment, which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (div) During the limited period of exercisability applicable under subsections subparagraph (ai), (bii) or (ciii) above, this option may be exercised for any or all of the Option Shares in for which the Participantthis option is, at the time of the Optionee's cessation of Service, is vested exercisable in accordance with the exercise/vesting provisions exercise schedule specified in the Grant Notice or and the special acceleration provisions of the PlanParagraph 6 of this Agreement. (ev) Notwithstanding any provision For purposes of this Section 6 Paragraph 5 and for all other purposes under this Agreement: A. The Optionee shall be deemed to remain in SERVICE for so long as the Optionee continues to render periodic services to the Corporation or any other provision parent or subsidiary corporation, whether as an Employee, a non-employee member of this Agreement the board of directors, or an independent contractor or consultant. B. The Optionee shall be deemed to be an EMPLOYEE of the Plan Corporation and to continue in the Corporation's employ for so long as the Optionee remains in the employ of the Corporation or one or more of its parent or subsidiary corporations, subject to the contrary, any Options granted under the Plan shall terminate as control and direction of the date Participant ceases employer entity as to both the work to be performed and the manner and method of performance. C. A corporation shall be considered to be a SUBSIDIARY corporation of the Corporation if it is a member of an unbroken chain of corporations beginning with the Corporation, provided each such corporation in the Service chain (other than the last corporation) owns, at the time of determination, stock possessing 50% or more of the Company total combined voting power of all classes of stock in one of the other corporations in such chain. D. A corporation shall be considered to be a PARENT corporation of the Corporation if Participant was terminated for “cause” or could have been terminated for “cause.” If Participant has it is a member of an employment or consulting agreement unbroken chain ending with the CompanyCorporation, the term “cause” shall have the meaning given that term provided each such corporation in the employment chain (other than the Corporation) owns, at the time of determination, stock possessing 50% or consulting agreement. If Participant does not have such an agreement with the Company, or if such agreement does not define the term “cause,” the term “cause” shall have the meaning set forth in Section 6(a) more of the Plantotal combined voting power of all classes of stock in one of the other corporations in such chain.

Accelerated Termination of Option Term. The Option option term specified in Section 3 above 2 shall terminate (and this Option shall cease to be exercisable) prior to the Expiration Date should any one of the following provisions become applicable: (a) 5.1 Except as otherwise provided in subsection (b) subparagraph 5.2. or (c) 5.3 below, should Participant Optionee cease to remain in Continuous Service while this Option is outstanding, then all unvested Options shall immediately terminate and the period for exercising this any vested Option shall be reduced to a [three ninety (3)-month] 90) day period commencing with on the date of such cessation of Continuous Service, but in no event shall this Option be exercisable at any time after the Expiration Date. Upon the expiration of such [three ninety (3)-month] 90) day period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding. 5.2 Should Optionee die or become permanently disabled while in Continuous Service or within the ninety (b90) Should Participant die while this Option is outstandingday period following cessation of Continuous Service, then the personal representative of the Participant’s Optionee's estate or the person or persons to whom the option Option is transferred pursuant to the Participant’s Optionee's will or in accordance with the law of descent and distribution shall have the right to exercise this any vested Option. Such right shall lapse, lapse and this Option shall cease to be exercisable, upon the earlier of (i) exercisable at the expiration of the twelve one hundred eighty (12180) month day period measured from the date of Participant’s Optionee's death or (ii) the Expiration Datedisability. Upon the expiration of such twelve one hundred eighty (12180) month day period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding. 5.3 If: (ca) Should Participant become Permanently Disabled and cease by reason thereof the Optionee's service is terminated as a result of any act of dishonesty, willful misconduct, theft, fraud, embezzlement, alcoholism or drug abuse; or (b) the Optionee makes or attempts to remain in Service while this Option is outstandingmake any unauthorized use or disclosure of confidential information or trade secrets of the Company or its parent or subsidiary corporations, then in any such event all outstanding Options granted to the Participant shall have a period of twelve (12) months (commencing with Optionee under the date of such cessation of Service) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date. Upon the expiration of such limited period of exercisability Plan whether or (if earlier) upon the Expiration Date, this Option not vested shall terminate and cease to be outstandingexercisable immediately upon such termination of Continuous Service or such unauthorized disclosure of confidential or secret information or attempt thereof. (d) 5.4 During the limited period of exercisability applicable under subsections (a), (b) or (c) Sections 5.1 and 5.2 above, this option Option may be exercised for any or all of the Option Shares in for which the Participantthis Option is, at the time of the Optionee's cessation of Continuous Service, is vested exercisable in accordance with the exercise/vesting provisions exercise schedule specified in the Grant Notice or and the special acceleration provisions of the PlanSection 6 of this Agreement. (e) Notwithstanding any provision 5.5 For purposes of this Section 6 5 and for all other purposes under this Agreement: 5.5.1 The Optionee shall be deemed to remain in Continuous Service for so long as the Optionee continues to render periodic services to the Company or any other provision of this Agreement parent or subsidiary corporation as an Employee or as otherwise provided in a written agreement between Optionee and the Plan to the contrary, any Options granted under the Plan Company. 5.5.2 A corporation shall terminate as of the date Participant ceases be considered to be in the Service a subsidiary corporation of the Company if Participant was terminated for “cause” or could have been terminated for “cause.” If Participant has it is a member of an employment or consulting agreement unbroken chain of corporations beginning with the Company, the term “cause” shall have the meaning given that term provided each such corporation in the employment or consulting agreement. If Participant does not have such an agreement with chain (other than the Companylast corporation) owns, or if such agreement does not define the term “cause,” the term “cause” shall have the meaning set forth in Section 6(a) of the Plan.at

Accelerated Termination of Option Term. The Option Unless extended by the Plan Administrator in its sole discretion, the option term specified in Section 3 above Paragraph 2 shall terminate (and this Option option shall cease to be exercisable) prior to the Expiration Date should any of the following provisions become applicable: (ai) Except as otherwise provided in subsection subparagraph (bii) or (ciii) below, should Participant Optionee cease to remain in Service while this Option option is outstanding, then the period for exercising this Option option shall be reduced to a [three (3)-month] 3)-month period commencing with the date of such cessation of Service, but in no event shall this Option option be exercisable at any time after the Expiration Date. Upon the expiration of such [three (3)-month] 3)-month period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (bii) Should Participant Optionee die while this Option option is outstanding, then the personal representative of the Participant’s Optionee's estate or the person or persons to whom the option is transferred pursuant to the Participant’s Optionee's will or in accordance with the law of descent and distribution shall have the right to exercise this Optionoption. Such right shall lapse, lapse and this Option option shall cease to be exercisable, exercisable upon the earlier of (iA) the expiration of the twelve (12) month period measured from the date of Participant’s Optionee's death or (iiB) the Expiration Date. Upon the expiration of such twelve (12) month period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (ciii) Should Participant Optionee become Permanently Disabled permanently disabled and cease by reason thereof to remain in Service while this Option option is outstanding, then the Participant Optionee shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. Optionee shall be deemed to be permanently disabled if Optionee is unable to engage in any substantial gainful activity for the Corporation or the parent or subsidiary corporation retaining his/her services by reason of any medically determinable physical or mental impairment, which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (div) During the limited period of exercisability applicable under subsections subparagraph (ai), (bii) or (ciii) above, this option may be exercised for any or all of the Option Shares in for which the Participantthis option is, at the time of cessation the (v) For purposes of Servicethis Paragraph 5 and for all other purposes under this Agreement: A. The Optionee shall be deemed to remain in SERVICE for so long as the Optionee continues to render periodic services to the Corporation or any parent or subsidiary corporation, whether as an Employee, a non-employee member of the board of directors, or an independent contractor or consultant. B. The Optionee shall be deemed to be an EMPLOYEE of the Corporation and to continue in the Corporation's employ for so long as the Optionee remains in the employ of the Corporation or one or more of its parent or subsidiary corporations, subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance. C. A corporation shall be considered to be a SUBSIDIARY corporation of the Corporation if it is vested in accordance a member of an unbroken chain of corporations beginning with the exercise/vesting provisions specified Corporation, provided each such corporation in the Grant Notice chain (other than the last corporation) owns, at the time of determination, stock possessing 50% or the special acceleration provisions more of the Plantotal combined voting power of all classes of stock in one of the other corporations in such chain. (e) Notwithstanding any provision of this Section 6 or any other provision of this Agreement or the Plan D. A corporation shall be considered to the contrary, any Options granted under the Plan shall terminate as be a PARENT corporation of the date Participant ceases to be Corporation if it is a member of an unbroken chain ending with the Corporation, provided each such corporation in the Service chain (other than the Corporation) owns, at the time of determination, stock possessing 50% or more of the Company if Participant was terminated for “cause” or could have been terminated for “cause.” If Participant has an employment or consulting agreement with the Company, the term “cause” shall have the meaning given that term total combined voting power of all classes of stock in the employment or consulting agreement. If Participant does not have such an agreement with the Company, or if such agreement does not define the term “cause,” the term “cause” shall have the meaning set forth in Section 6(a) one of the Planother corporations in such chain.

Accelerated Termination of Option Term. The Option option term specified in Section Paragraph 3 above shall terminate (and this Option option shall cease to be exercisable) prior to the Expiration Date should any one of the following provisions become applicable: (a) Except as otherwise provided in subsection subparagraphs (b), (c) or (cd) below, should Participant Optionee cease to remain in Service while this Option is outstandingbe an Employee of the Company at any time during the option term, then the period for exercising this Option option shall be reduced to a [three (3)-month] 3) month period commencing with the date of such cessation of ServiceEmployee status, but in no event shall this Option option be exercisable at any time after the Expiration Date. Upon the expiration of such [three (3)-month] period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding. (b) Should Participant die while this Option is outstanding, then the personal representative of the Participant’s estate or the person or persons to whom the option is transferred pursuant to the Participant’s will or in accordance with the law of descent and distribution shall have the right to exercise this Option. Such right shall lapse, and this Option shall cease to be exercisable, upon the earlier of (i) the expiration of the twelve (12) month period measured from the date of Participant’s death or (ii) the Expiration Date. Upon the expiration of such twelve (123) month period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (b) Should Optionee die while this option is outstanding, then the executors or administrators of Optionee's estate or Optionee's heirs or legatees (as the case may be) shall have the right to exercise this option for the number of shares (if any) for which the option is exercisable on the date of the optionee's death. Such right shall lapse and this option shall cease to be exercisable upon the earlier of (i) six (6) months from the date of the optionee's death or (ii) the Expiration Date. (c) Should Participant Optionee become Permanently Disabled permanently disabled and cease by reason thereof to remain in Service while this Option is outstandingbe an Employee of the Company at any time during the option term, then the Participant Optionee shall have a period of twelve six (126) months (commencing with the date of such cessation of ServiceEmployee status) during which to exercise this Optionoption; provided, but however, that in no event shall this Option option be exercisable at any time after the Expiration Date. Optionee shall be deemed to be permanently disabled if Optionee is, by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than twelve (12) months, unable to perform his usual duties for the Company or its Parent or Subsidiary corporations. Upon the expiration of such the limited period of exercisability or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (d) During the limited period Should Optionee's status as an Employee be terminated for cause (as defined in his Employment Agreement of exercisability applicable under subsections (a)even date herewith, (bas such agreement may be amended or superceded from time to time) or (c) aboveshould Optionee make or attempt to make any unauthorized use or disclosure of the confidential information or trade secrets of the Company or any parent or subsidiary corporations, then in any such event this option may shall terminate and cease to be exercised for any exercisable immediately upon such termination of Employee status or all such unauthorized disclosure or use of the Option Shares in which the Participant, at the time of cessation of Service, is vested in accordance with the exercise/vesting provisions specified in the Grant Notice confidential or the special acceleration provisions of the Plansecret information or attempt thereat. (e) Notwithstanding any provision For purposes of this Section Paragraph 6 or any and for all other provision of purposes under this Agreement or the Plan to the contraryAgreement, any Options granted under the Plan Optionee shall terminate as of the date Participant ceases be deemed to be in the Service an Employee of the Company if Participant was terminated for “cause” or could have been terminated for “cause.” If Participant has an employment or consulting agreement with and to continue in the Company, 's employ for so long as Optionee remains an Employee of the term “cause” shall have the meaning given that term Company or one or more of its parent or subsidiary corporations as such terms are defined in the employment or consulting agreement. If Participant does not have such an agreement with the Company, or if such agreement does not define the term “cause,” the term “cause” shall have the meaning set forth in Section 6(a) of the Plan.

Accelerated Termination of Option Term. The Option option term -------------------------------------- specified in Section 3 above Paragraph 2 shall terminate (and this Option option shall cease to be exercisable) prior to the Expiration Date should any one of the following provisions become applicable: (ai) Except as otherwise provided in subsection subparagraphs (bii), (iii) or (civ) below, should Participant Optionee cease to remain in be a Service while this Option is outstandingProvider at any time during the option term, then the period for exercising this Option Optionee shall be reduced have up to a [three (3)-month] 3) month period commencing with the date of such cessation of ServiceService Provider status, in which to exercise this option for any or all of the Optioned Shares for which this option is, in accordance with Paragraph 4, exercisable at the time of such cessation of Service Provider status, but in no event shall this Option option be exercisable at any time after the Expiration Date. Upon the expiration of such [three (3)-month] 3) month period or (or, if earlier) , upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (bii) Should Participant Optionee die while this Option option is outstanding, then the personal representative of the Participant’s Optionee's estate or the person or persons to whom the option is transferred pursuant to the Participant’s Optionee's will or in accordance with the law of descent and distribution or pursuant to this Stock Option Agreement shall have the right to exercise this Option. Such right shall lapse, option provided and this Option shall cease only if such -------------------- exercise occurs prior to be exercisable, upon the earlier of (iA) the expiration of the twelve (12) ------- month period measured from the date of Participant’s Optionee's death or (iiB) the Expiration Date. During such period of limited exercisability, this option may be exercised for any or all of the Optioned Shares for which this option is, in accordance with Paragraph 4, exercisable at the time of the Optionee's cessation of Service Provider status. Upon the expiration of such twelve (12) month period or (or, if earlier) , upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (ciii) Should Participant Optionee become Permanently Disabled permanently disabled, as defined in Section 22(e)(3) of the Code, and cease by reason thereof to remain in be a Service while this Option is outstandingProvider at any time during the option term, then the Participant Optionee shall have a period of twelve (12) months (commencing with the date of such cessation of ServiceService Provider status) during in which to exercise this Optionoption for any or all of the Optioned Shares for which this option is, but in accordance with Paragraph 4, exercisable at the time of such cessation of Service Provider status; provided, -------- however, that in no event shall this Option option be exercisable at any time after the Expiration Date. Upon the expiration of such limited period of exercisability or (or, if earlier) , upon the Expiration Date, this Option option shall terminate and cease to be outstanding. (div) During Should the Optionee's status as a Service Provider be terminated for misconduct (including, but not limited period to, any act of exercisability applicable under subsections (a)dishonesty, (bwillful misconduct, fraud or embezzlement or any unauthorized disclosure or use of confidential information or trade secrets) or (c) aboveshould the Optionee make or attempt to make any unauthorized use or disclosure of the confidential information or trade secrets of the Company or any subsidiary corporation, then in any such event this option may shall terminate and cease to be exercised exercisable immediately upon such termination of Service Provider status or such unauthorized disclosure or use of confidential or secret information or attempt or threat. (v) For purposes of this Paragraph 5 and for any or all other purposes under this Agreement, the Optionee shall be deemed to be a Service Provider for so long as the Optionee continues to render periodic services as an employee of the Option Shares Company or any subsidiary corporation, a member of the Board of Directors of the Company or any subsidiary corporation or as an independent contractor or consultant to one or more of such entities. In applying the provisions of this Agreement, a corporation shall be considered to be a subsidiary corporation of the Company if it is a member of an unbroken chain of corporations beginning with the Company, provided each such corporation in which the Participantchain (other than the last corporation) owns, at the time of cessation of Servicedetermination, is vested in accordance with the exercise/vesting provisions specified in the Grant Notice stock possessing 50% or the special acceleration provisions more of the Plan. (e) Notwithstanding any provision total combined voting power of this Section 6 or any other provision all classes of this Agreement or the Plan to the contrary, any Options granted under the Plan shall terminate as stock in one of the date Participant ceases to be other corporations in the Service of the Company if Participant was terminated for “cause” or could have been terminated for “causesuch chain.” If Participant has an employment or consulting agreement with the Company, the term “cause” shall have the meaning given that term in the employment or consulting agreement. If Participant does not have such an agreement with the Company, or if such agreement does not define the term “cause,” the term “cause” shall have the meaning set forth in Section 6(a) of the Plan.