Common use of Accelerated Vesting Clause in Contracts

Accelerated Vesting. (a) Immediately prior to the effective date of the Change in Control, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become exercisable for all of the Option Shares. However, the Unvested Shares shall not vest on such an accelerated basis if and to the extent: (i) this option will be assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested Shares at the time of the Change in Control (the excess of the Fair Market Value of those Unvested Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than the time Optionee would otherwise vest in the Option Shares as set forth in the Grant Notice. (b) Immediately following the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effect, then this option shall be appropriately adjusted, upon such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. Notwithstanding any provision to the contrary in the AK Steel Holding Corporation Stock Incentive Plan as amended or any other similar plan of the Company or Holding (aeach, a “Plan”), or under the terms of any grant, award agreement or form for exercising any right under the Plan, you shall have the right: i. to exercise any stock option awarded to you under the Plan without regard to any waiting period required by the Plan or award agreement (but subject to a minimum six month holding period from the date of award and any restrictions imposed by law) Immediately prior to from the effective date of the Change in ControlRelease of Claims until the first to occur of the third anniversary of your Date of Termination or the date the award expires by its terms; and ii. to the absolute ownership of any shares of stock granted to you under the Plan, free of any restriction on your right to transfer or otherwise dispose of the Unvested Shares shares (but subject to this option shall automatically become Vested Sharesa minimum six month holding period from the date of grant and any restrictions imposed by law), and this option shall become exercisable for all regardless of the Option Shares. However, the Unvested Shares shall not vest on such an accelerated basis if and whether entitlement to the extent: (i) this option will be assumed shares is contingent or absolute by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive program grant; and AKS shall take such action as soon as practicable after the effective date of the successor corporation which preserves the spread existing Release of Claims as is necessary or appropriate to eliminate any restriction on the Unvested Shares your ownership of, or your right to sell or assign, any such shares; or, at the time of the Change its option, AKS shall pay you, in Control (the excess of the Fair Market Value of those Unvested Shares over the Exercise Price payable exchange for such shares) and provides for subsequent payout of that spread , no later than ten days after the time Optionee would otherwise vest effective date of the Release of Claims, an amount in the Option Shares as set forth in the Grant Notice. (b) Immediately following the Change in Control, this option shall terminate and cease to be outstanding, except cash equal to the extent assumed by greatest aggregate market value of the successor corporation (or parent thereof) or otherwise continued shares during the Notice Period. You agree that for a period of six months after your Date of Termination you will to continue to comply with all AKS policies and directives related to trading in Holding stock which were in effect pursuant prior to the terms your notice of the Change in Control transaction. (c) If this option is assumed in connection with a Change in Control termination. You shall not be automatically subject to blackouts or otherwise continued in effectother directives related to trading imposed after your Date of Termination, then this option but you shall be appropriately adjustedsubject to any limitations on trading during that time imposed by law, upon such Change in Control, including but not limited to apply prohibitions with respect to the number xxxxxxx xxxxxxx and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Controlshort swing profits. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. (a) Immediately In the event of any Corporate Transaction, the Option Shares at the time subject to this option but not otherwise vested shall automatically vest in full so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become exercisable for all of the Option SharesShares as fully-vested shares and may be exercised for any or all of those Option Shares as vested shares. However, the Unvested Option Shares shall not vest on such an accelerated basis if and to the extent: (i) this option will be is assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant the Corporate Transaction and the Corporation’s repurchase rights with respect to the terms of the Change in Control transaction unvested Option Shares are assigned to such successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested unvested Option Shares at the time of the Change in Control Corporate Transaction (the excess of the Fair Market Value of those Unvested Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than in accordance with the time Optionee would otherwise vest in the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to connection with the terms of the Change in Control transactionCorporate Transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effectCorporate Transaction, then this option shall be appropriately adjusted, upon immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in ControlCorporate Transaction, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in ControlCorporate Transaction. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. (aA) Immediately For the avoidance of doubt, in the event that Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Good Reason, no unvested equity awards granted under the Company’s equity and long-term incentive plan(s) following May 15, 2013 shall be subject to any accelerated vesting except as otherwise provided for in the applicable award agreement or in Section 3(c)(i)(D) below. (B) Consistent with the terms of such award, in the event the Company undergoes a Corporate Change during the Term, one hundred percent (100%) of Executive’s restricted stock award granted under the Company’s equity and long-term incentive plan on March 7, 2013 shall vest immediately. (C) Any option awards granted to Executive under the Company’s equity and long-term incentive plan on May 15, 2013 shall be subject to the provisions of Section 6.B of such plan with respect to the effect on options of a Fundamental Event or Change of Control Event (as such terms are defined in the plan); provided, however, that if a Change of Control Event occurs prior to the effective initial public offering of the Company’s stock, any performance-based vesting option awards granted to Executive under the Company’s equity and long-term incentive plan on May 15, 2013 to the extent not then vested, shall also be vested and non-forfeitable consistent with the provisions of Section 6.B of such plan unless otherwise provided for by the Compensation Committee in which case such option awards shall be forfeited and cancelled without consideration. (D) Except as otherwise provided in the applicable award, in the event that Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Good Reason within the period of three (3) months prior to (but only if negotiations relating to the particular Corporate Change that occurs are ongoing at the date of the notice of termination) or twelve (12) months after a Corporate Change in Controlthat occurs during the Term (such fifteen-month period, the Unvested Shares subject to this option shall automatically become Vested Shares“Protected Period”), and this option shall become exercisable for one hundred percent (100%) of all of Executive’s outstanding unvested equity awards granted under the Option Shares. HoweverCompany’s equity and long-term incentive plan(s) following May 15, the Unvested Shares 2013 shall not vest on such an accelerated basis if and to the extent: (i) this option will be assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested Shares at the time of the Change in Control (the excess of the Fair Market Value of those Unvested Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than the time Optionee would otherwise vest in the Option Shares as set forth in the Grant Noticeimmediately. (b) Immediately following the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effect, then this option shall be appropriately adjusted, upon such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. (a) Immediately In the event of any Corporate Transaction, the Option Shares at the time subject to this option but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become exercisable for any or all of the Unvested Option Shares at the time subject to this option shall automatically become Vested Sharesas fully-vested shares of Common Stock. However, and no such acceleration of this option shall become exercisable for all of the Option Shares. However, the Unvested Shares shall not vest on such an accelerated basis occur if and to the extent: (i) this option will be is assumed by the successor corporation (or parent thereof) in the Corporate Transaction (or otherwise continued in effect pursuant to the terms of the Change in Control transaction parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested Option Shares for which this option is not otherwise at the that time of the Change in Control exercisable (the excess of the Fair Market Value of those Unvested Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than in accordance with the time Optionee would otherwise vest same exercise schedule in effect for the Option Shares as option pursuant to the exercise schedule set forth in the Grant Notice. (b) Immediately following the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to connection with the terms of the Change in Control transactionCorporate Transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effectCorporate Transaction, then this option shall be appropriately adjusted, upon immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) The exercisability of this option may also accelerate in accordance with the terms and conditions of any special addendum attached to this Agreement. (e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. (a) Immediately In the event of any Corporate Transaction, the Option Shares at the time subject to this option but not otherwise vested shall automatically vest in full so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become fully exercisable for all of the Option SharesShares as fully-vested shares and may be exercised for any or all of those vested shares. However, the Unvested Option Shares shall not NOT vest on such an accelerated basis if and to the extent: (i) this option will be is assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant the Corporate Transaction and the Corporation's repurchase rights with respect to the terms of the Change in Control transaction unvested Option Shares are assigned to such successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested unvested Option Shares at the time of the Change in Control Corporate Transaction (the excess of the Fair Market Value of those Unvested Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than in accordance with the time Optionee would otherwise vest in the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to connection with the terms of the Change in Control transactionCorporate Transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effectCorporate Transaction, then this option shall be appropriately adjusted, upon immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock -------- (d) The Option Shares may also vest upon an accelerated basis in consummation of the Change in Control, the successor corporation (or its parent) may, in connection accordance with the assumption terms and conditions of any special addendum attached to this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in ControlAgreement. (de) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. Notwithstanding the provisions of Section 4 hereof, all or a portion of the RSUs covered by this Agreement will become nonforfeitable and payable to Grantee upon the occurrence of the earliest of any of the following events (ato the extent provided below): a. If, while Grantee is continuously employed by the Company or any of its Subsidiaries (or any of their successors), a Change of Control occurs and a Replacement Award is not provided to Grantee on the date of such Change of Control, the number of RSUs that will become nonforfeitable and payable to Grantee shall equal the number of RSUs that Grantee would be entitled to receive based on actual achievement of the performance conditions described on Exhibit A on a Prorated Basis (as defined in Exhibit A) Immediately as of the most recent date prior to the effective Change of Control for which applicable data for such determination is publicly available, as determined by the Board or the Committee pursuant to Exhibit A. Such number of RSUs shall become nonforfeitable and payable to Grantee on the date of such Change of Control. b. If Grantee’s employment with the Change in Control, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become exercisable for all Company or any of the Option Shares. However, the Unvested Shares shall not vest on such an accelerated basis if and to the extentits Subsidiaries (or any of their successors) terminates at any time as a result of: (i) this option will be assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction or Grantee’s death, (ii) this option is Grantee’s Disability (pursuant to be replaced with a cash incentive program subparagraph 5(b)(ii) of the successor corporation which preserves the spread existing on the Unvested Shares at the time of the Change in Control Employment Agreement), (the excess of the Fair Market Value of those Unvested Shares over the Exercise Price payable for such sharesiii) and provides for subsequent payout of that spread no later than the time Optionee would otherwise vest in the Option Shares as set forth in the Grant Notice. a Termination Without Cause or (biv) Immediately following the Change in Controla Termination For Good Reason, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effect, then this option shall be appropriately adjusted, upon such Change in Control, to apply to the number of RSUs that will become nonforfeitable and class payable to Grantee shall equal the number of securities which RSUs that Grantee would have been issuable entitled to Optionee receive if Grantee had remained employed until the last day of the Performance Period (based on actual achievement of the performance conditions described on Exhibit A during the Performance Period, as determined by the Board or the Committee after the end of the Performance Period). Such number of RSUs shall become nonforfeitable and payable to Grantee on or before March 15 of the calendar year immediately following the end of the Performance Period. c. Subject to the remainder of this Section 5(c) and Grantee’s compliance with the Retirement Conditions, if, on or after January 1, 2026, Grantee has: (i) attained the age of 65 and completed at least three (3) years of Continuous Retirement Service; (ii) attained the age of 55 and completed at least three (3) years of Continuous Retirement Service, and the sum of Grantee’s age (rounded down to the nearest whole year) and years of Continuous Retirement Service is equal to or greater than 70; or (iii) completed at least twenty (20) years of Continuous Retirement Service (any of the circumstances described in consummation clauses (i), (ii), or (iii) of this Section 5(c) referred to as becoming “Retirement Eligible”), the RSUs covered by this Agreement shall continue to vest in accordance with this Agreement on the same terms as though Grantee had remained employed until the last day of the Performance Period. Such number of RSUs shall become nonforfeitable and payable to Grantee on or before March 15 of the calendar year immediately following the end of the Performance Period. Notwithstanding the foregoing, the continued vesting and settlement of RSUs described in this Section 5(c) shall only apply if Grantee complies with the Restrictive Covenant Obligations until the time that such Change RSUs are paid to Grantee, and the Company reserves the right to withhold payment for any vested RSUs in Control had the option been exercised immediately event that Grantee violates the Restrictive Covenant Obligations prior to the date on which such Change in Control, RSUs are paid to Grantee (and appropriate adjustments such vested RSUs shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration forfeited for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Controlno consideration). (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. (ai) Immediately prior Notwithstanding the foregoing provisions of Section 2, upon the consummation of a Change in Control, subject to the effective Optionee’s continued employment or service with the Company or any of its Subsidiaries on the date of the such Change in Control, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option entire unvested portion of the Service Options shall become exercisable for all of the Option Shares. Howeverimmediately vested and exercisable, the Unvested Shares shall not vest on such an accelerated basis if and to only if the extent: (i) this option will be assumed by Committee determines that the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the OH IRR calculated immediately following such Change in Control transaction equals or exceeds 15%; provided, however, that if the vesting of such Service Options, taken together with the vesting of all other outstanding options to purchase shares of Company Common Stock held by employees of the Company and its Subsidiaries, would cause the OH IRR to drop below 15%, then such vesting of the portion of the Service Options (as well as similar service-based options granted to other employees), shall be reduced in a fair and equitable manner as determined in the sole discretion of the Committee so that the OH IRR does not drop below 15%. (ii) this option is to be replaced with Notwithstanding the foregoing provisions of Section 2, upon the consummation of a cash incentive program of the successor corporation which preserves the spread existing on the Unvested Shares at the time of the Change in Control (the excess of the Fair Market Value of those Unvested Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than the time Optionee would otherwise vest in the Option Shares as set forth in the Grant Notice. (b) Immediately following the Change in Control, this option shall terminate and cease to be outstanding, except subject to the extent assumed by Optionee’s continued employment or service with the successor corporation (Company or parent thereof) or otherwise continued any of its Subsidiaries on the date of such Change in effect pursuant Control, all unvested Performance Options that have not yet become eligible to vest on the terms date of the such Change in Control transactionshall become immediately vested and exercisable, if and only if the Committee determines that the OH IRR (as defined below) calculated immediately following such Change in Control equals or exceeds 20%; provided, however, that if the vesting of such Performance Options, taken together with the vesting of all other outstanding options to purchase shares of Company Common Stock held by employees of the Company and its Subsidiaries, would cause the OH IRR to drop below 20%, then such vesting of the portion of the Performance Options (as well as similar performance-based options granted to other employees), shall be reduced in a fair and equitable manner as determined in the sole discretion of the Committee so that the OH IRR does not drop below 20%. (ciii) If this option is assumed All Service Options and Performance Options that do not become vested and exercisable in connection with a Change in Control in accordance with this Section 2(d) shall immediately be canceled and terminated without payment or otherwise continued in effect, then this option shall be appropriately adjusted, consideration therefor upon such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. (a) Immediately In the event of any Corporate Transaction, the Option Shares at the time subject to this option but not otherwise vested shall automatically vest in full so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become exercisable for all of the Option SharesShares as fully vested shares and may be exercised for any or all of those Option Shares as vested shares. HoweverNotwithstanding the foregoing, with respect to any option that is subject to Section 409A of the Code and payment or settlement of the option is to be accelerated in connection with the Corporate Transaction, no Corporate Transaction will be deemed to have occurred for purposes of the Plan and any option agreement unless such event(s) also constitutes a “change in the ownership”, “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Corporation as defined under Section 409A of the Code. In addition, the Unvested Option Shares shall not vest on such an accelerated basis if and to the extent: (i) this option will be is assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant the Corporate Transaction and the Corporation’s repurchase rights with respect to the terms of the Change in Control transaction unvested Option Shares are assigned to such successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested unvested Option Shares at the time of the Change in Control Corporate Transaction (the excess of the Fair Market Value of those Unvested Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than in accordance with the time Optionee would otherwise vest in the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to connection with the terms of the Change in Control transactionCorporate Transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effectCorporate Transaction, then this option shall be appropriately adjusted, upon immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) Should there occur an Involuntary Termination of Optionee’s Service within twelve (12) months following a Corporate Transaction in which the Option Shares do not otherwise vest on an accelerated basis pursuant to Paragraph 6(a), then all the Option Shares subject to this option at the time of such Involuntary Termination but not otherwise vested shall automatically vest and the Corporation’s repurchase rights with respect to those shares shall terminate so that this option shall immediately become exercisable for all the Option shares as fully-vested shares, to the extent that such acceleration and termination of repurchase rights would not give rise to adverse tax consequences to the Optionee under Section 409A of the Code. The option shall remain exercisable for any or all of those vested Option Shares until the earlier of (1) the Expiration Date or (ii) the expiration of the one (1) year period measured from the date of the Involuntary Termination. (e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. (a) Immediately In the event of any Corporate Transaction, the Option Shares at the time subject to this option but not otherwise vested shall automatically vest in full so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become fully exercisable for all of the those Option SharesShares and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. However, the Unvested Option Shares shall not vest on such an accelerated basis if and to the extent: (i) this option will be is assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction Corporate Transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested unvested Option Shares at the time of the Change in Control Corporate Transaction (the excess of the Fair Market Value of those Unvested Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than in accordance with the time Optionee would otherwise vest in the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) The Corporation shall use its best efforts to provide at least twenty (20) days prior written notice of the occurrence of any Corporate Transaction in which options under the Plan are not to be assumed by the successor corporation. (c) Immediately following the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to connection with the terms of the Change in Control transactionCorporate Transaction. (cd) If this option is assumed in connection with a Change in Control or otherwise continued in effectCorporate Transaction, then this option shall be appropriately adjusted, upon immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation -------- (or its parente) may, If this option is assumed in connection with a Corporate Transaction and Optionee's Service ceases as a result of an Involuntary --- Termination within eighteen (18) months following such Corporate Transaction, then the assumption Optionee shall be credited with an additional eighteen (18) months of this optionService (or such lesser number of months necessary to cause all of the Option Shares to become vested) solely for purposes of calculating the number of vested Option Shares. Further, substitute one or more shares of its own common stock with a fair market value equivalent notwithstanding anything stated in Paragraph 5 to the cash consideration paid per share contrary, this Option shall remain exercisable until the earlier of: (i) the ------- Expiration Date, or (ii) the expiration of Common Stock in such Change in Controlthe one (1)-year period measured from the date of the Involuntary Termination. (df) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. (a) Immediately In the event of any Corporate Transaction, the Option Shares at the time subject to this option but not otherwise vested shall automatically vest in full so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become exercisable for all of the Option SharesShares as fully-vested shares and may be exercised for any or all of those Option Shares as vested shares. However, the Unvested Option Shares shall not vest on such an accelerated basis if and to the extent: (i) this option will be is assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant the Corporate Transaction and the Corporation’s repurchase rights with respect to the terms of the Change in Control transaction unvested Option Shares are assigned to such successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested unvested Option Shares at the time of the Change in Control Corporate Transaction (the excess of the Fair Market Value of those Unvested Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than in accordance with the time Optionee would otherwise vest in the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to connection with the terms of the Change in Control transactionCorporate Transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effectCorporate Transaction, then this option shall be appropriately and proportionately adjusted, upon immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate and proportionate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in ControlCorporate Transaction, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in ControlCorporate Transaction. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. (a) Immediately In the event of any Corporate Transaction, the Option Shares at the time subject to this option but not otherwise vested shall automatically vest in full so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become fully exercisable for all of the those Option SharesShares and may be exercised for any or all of those Option Shares as fully- vested shares of Common Stock. However, the Unvested Option Shares shall not vest on such an accelerated basis if and to the extent: (i) this option will be is assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant the Corporate Transaction and the Corporation's repurchase rights with respect to the terms of the Change in Control transaction unvested Option Shares are assigned to such successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested unvested Option Shares at the time of the Change in Control Corporate Transaction (the excess of the Fair Market Value of those Unvested Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than in accordance with the time Optionee would otherwise vest in the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to connection with the terms of the Change in Control transactionCorporate Transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effectCorporate Transaction, then this option shall be appropriately adjusted, upon immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) The Option Shares may also vest upon an accelerated basis in accordance with the terms and conditions of any special addendum attached to this Agreement. (e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. Notwithstanding anything to the contrary in Section 2.2 or the Grant Agreement, all or a portion of the Restricted Stock Units shall vest on an accelerated basis under the following circumstances: (a) Immediately if Participant’s Termination of Employment occurs by reason of Participant’s Job Elimination and, prior to the effective expiration of 55 days following the date of Participant’s Termination of Employment or such earlier date as may be specified by the Change Company, Participant executes and delivers, and does not revoke, a general waiver and release of all claims against the Company and its Subsidiaries and the employees, directors, agents and affiliates of the Company and its Subsidiaries, in Controla form acceptable to the Company in its sole and absolute discretion, then a number of Restricted Stock Units shall become vested upon the date such general waiver and release of all claims becomes effective and irrevocable, the Unvested Shares subject number of which will be equal to this option shall automatically become Vested Sharesthe total number of Restricted Stock Units specified in the Grant Agreement, as adjusted pursuant to Section 14.2 of the Plan, multiplied by a fraction, the numerator of which is the number of months from the Grant Date until the date of Participant’s Termination of Employment, and this option shall become exercisable for all the denominator of which is the Option Shares. Howevernumber of months during the vesting schedule set forth in the Grant Agreement (i.e., the Unvested Shares shall not vest on such an accelerated basis if and to number of months from the extent: (i) this option will be assumed by Grant Date until the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested Shares at the time of the Change in Control (the excess of the Fair Market Value of those Unvested Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than the time Optionee date Participant would otherwise vest in the Option Shares as set forth in the Grant Notice.Restricted Stock Units pursuant to Section 2.2 based solely on continued employment); (b) Immediately if Participant’s Termination of Employment occurs by reason of Participant’s death or by March 1st of the calendar year following the Change calendar year in Controlwhich Participant incurs a permanent and total disability (within the meaning of Code Section 22(e)(3)), this option then the Restricted Stock Units shall terminate and cease become fully vested immediately prior to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms Participant’s Termination of the Change in Control transaction.Employment; and (c) If this option is assumed in connection with a Change in Control or otherwise continued in effectif Participant’s Normal Retirement Eligibility Date occurs prior to Participant’s Termination of Employment, then this option the Restricted Stock Units shall be appropriately adjustedbecome fully vested upon Participant’s Normal Retirement Eligibility Date. Notwithstanding Section 2.3(c) above, upon such Change if the Company receives an opinion of counsel that there has been a legal judgment and/or legal development in Control, to apply Participant’s jurisdiction that results in the favorable treatment that applies to the number and class of securities which would have been issuable Restricted Stock Units pursuant to Optionee in consummation of Section 2.3(c) above being deemed unlawful and/or discriminatory, then the Company will not apply such Change in Control had the option been exercised immediately prior to such Change in Controlfavorable treatment, and appropriate adjustments shall also the Restricted Stock Units will be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock treated in consummation of the Change in Control, the successor corporation (or its parent) may, in connection accordance with the assumption remaining provisions of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in ControlAgreement. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. (a) Immediately A. All stock options granted to Executive prior to December 12, 2006, to the effective date extent outstanding but not otherwise vested at the time of the a Change in Control, shall, immediately prior to such Change in Control, vest and become exercisable as to all the Unvested Shares underlying shares as fully-vested shares, and all other equity awards made to Executive under the Company’s 1997 Stock Incentive Plan (or any subsequent plan) prior to December 12, 2006 and unvested at the time of such Change in Control shall, immediately prior to such Change in Control, vest in full. Stock options or other equity awards granted to Executive on or after December 12, 2006 shall be subject to this option shall automatically become Vested Shares, such accelerated vesting provisions tied to a Change in Control as the Board of Directors or Compensation Committee may establish at the time of grant and this option shall become exercisable set forth in the documentation for all of the Option Shareseach such grant. However, each outstanding stock option or other equity award granted to Executive on or after the Unvested Shares December 12, 2006 shall not vest on such an accelerated basis if and in full immediately prior to a Change in Control, to the extent: extent the following conditions are satisfied with respect to each such stock option or equity award: (i) this the stock option will is not to be assumed by the successor corporation (or its parent thereofcompany) or otherwise continued in effect pursuant to the terms of the Change in Control, (ii) the stock option is not to be replaced with a substitute option or cash incentive plan that preserves the spread existing at the time of the Change in Control on any shares for which the option is not otherwise at that time vested and exercisable (the excess of the fair market value of those shares over the applicable exercise price) and which vests at the same or faster rate as the vesting schedule applicable to such option, and (iii) the equity award is not to be assumed by the successor corporation (or its parent company) or otherwise continued in effect pursuant to the terms of the Change in Control transaction or (ii) this option is not to be replaced with a cash incentive program plan that preserves the economic value of the successor corporation which preserves the spread existing on the Unvested Shares award at the time of the Change in Control (and which vests at the excess of same or faster rate as the Fair Market Value of those Unvested Shares over the Exercise Price payable for such shares) and provides for subsequent payout of vesting schedule applicable to that spread no later than the time Optionee would otherwise vest in the Option Shares as set forth in the Grant Noticeaward. (b) Immediately following B. If the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction. (c) If this option Company enters into a transaction which is assumed in connection with not a Change in Control or otherwise continued in effectbut which is a Significant Event, then this option shall be appropriately adjusted, upon such Change in Control, to apply to the number and class Board of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) Directors may, in connection with the assumption of this optionits sole discretion, substitute one determine that all, or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This Agreement shall not in any way affect the right portion, of the Corporation stock options granted to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer Executive before the effective date of such transaction shall vest and become exercisable on an accelerated basis at the time of such Significant Event and that all or a portion of any part of its business other outstanding equity award made to Executive under the Company’s 1997 Stock Incentive Plan (or assetsany subsequent plan) shall also vest at that time.

Accelerated Vesting. (a) Immediately In the event of any Change in Control, the Option Shares at the time subject to this option but not otherwise vested shall automatically vest in full so that this option shall, immediately prior to the effective date of the Change in Control, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become exercisable for all of the Option SharesShares as fully-vested shares and may be exercised for any or all of those Option Shares as vested shares. However, the Unvested Option Shares shall not vest on such an accelerated basis if and to the extent: (i) this option will be is assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction and the Company’s repurchase rights with respect to the unvested Option Shares are assigned to such successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested unvested Option Shares at the time of the Change in Control (the excess of the Fair Market Value of those Unvested Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than in accordance with the time Optionee would otherwise vest in the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Noticethis Option Agreement. (b) Immediately following the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of connection with the Change in Control transactionControl. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effectControl, then this option shall be appropriately adjusted, upon immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the actual holders of the Company’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This Agreement Upon an Involuntary Termination of Optionee’s Service within eighteen (18) months following a Change in Control in which this option is assumed or replaced and the Company’s repurchase rights with respect to the unvested Option Shares are assigned, all the Option Shares at the time subject to this option but not otherwise vested shall not in automatically vest and the Company’s repurchase rights with respect to those shares shall terminate so that this option shall immediately become exercisable for all such Option Shares as fully-vested shares of Common Stock and may be exercised for any way affect or all of those shares at any time prior to the right earlier of (i) the Expiration Date, or (ii) the expiration of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part three (3)-month period measured from the date of its business or assetsthe Involuntary Termination.

Accelerated Vesting. (a) Immediately In the event of any Corporate Transaction, the Option Shares at the time subject to this option but not otherwise vested shall automatically vest in full so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become exercisable for all of the Option SharesShares as fully-vested shares and may be exercised for any or all of those vested shares. However, the Unvested Option Shares shall not vest on such an accelerated basis if and to the extent: (i) this option will be is assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant the Corporate Transaction and the Corporation's repurchase rights with respect to the terms of the Change in Control transaction unvested Option Shares are assigned to such successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested unvested Option Shares at the time of the Change in Control Corporate Transaction (the excess of the Fair Market Value of those Unvested Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than in accordance with the time Optionee would otherwise vest in the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to connection with the terms of the Change in Control transactionCorporate Transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effectCorporate Transaction, then this option shall be appropriately adjusted, upon immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) The Option Shares may also vest upon an accelerated basis in accordance with the terms and conditions of any special addendum attached to this Agreement. (e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. (a) Immediately A. All stock options granted to Executive prior to the effective date December 12, 2006, to the extent outstanding but not otherwise vested at the time of the a Change in Control, shall, immediately prior to such Change in Control, vest and become exercisable as to all the Unvested Shares underlying shares as fully-vested shares, and all other equity awards made to Executive under the Company’s 1997 Stock Incentive Plan (or any subsequent plan) prior to December 12, 2006 and unvested at the time of such Change in Control shall, immediately prior to such Change in Control, vest in full. Stock options or other equity awards granted to Executive on or after the December 12, 2006 shall be subject to this option shall automatically become Vested Shares, such accelerated vesting provisions tied to a Change in Control as the Board of Directors or Compensation Committee may establish at the time of grant and this option shall become exercisable set forth in the documentation for all of the Option Shareseach such grant. However, each outstanding stock option or other equity award granted to Executive on or after the Unvested Shares December 12, 2006 shall not vest on such an accelerated basis if and in full immediately prior to a Change in Control, to the extent: extent the following conditions are satisfied with respect to each such stock option or equity award: (i) this the stock option will is not to be assumed by the successor corporation (or its parent thereofcompany) or otherwise continued in effect pursuant to the terms of the Change in Control, (ii) the stock option is not to be replaced with a substitute option or cash incentive plan that preserves the spread existing at the time of the Change in Control on any shares for which the option is not otherwise at that time vested and exercisable (the excess of the fair market value of those shares over the applicable exercise price) and which vests at the same or faster rate as the vesting schedule applicable to such option, and (iii) the equity award is not to be assumed by the successor corporation (or its parent company) or otherwise continued in effect pursuant to the terms of the Change in Control transaction or (ii) this option is not to be replaced with a cash incentive program plan that preserves the economic value of the successor corporation which preserves the spread existing on the Unvested Shares award at the time of the Change in Control (and which vests at the excess of same or faster rate as the Fair Market Value of those Unvested Shares over the Exercise Price payable for such shares) and provides for subsequent payout of vesting schedule applicable to that spread no later than the time Optionee would otherwise vest in the Option Shares as set forth in the Grant Noticeaward. (b) Immediately following B. If the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction. (c) If this option Company enters into a transaction which is assumed in connection with not a Change in Control or otherwise continued in effectbut which is a Significant Event, then this option shall be appropriately adjusted, upon such Change in Control, to apply to the number and class Board of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) Directors may, in connection with the assumption of this optionits sole discretion, substitute one determine that all, or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This Agreement shall not in any way affect the right portion, of the Corporation stock options granted to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer Executive before the effective date of such transaction shall vest and become exercisable on an accelerated basis at the time of such Significant Event and that all or a portion of any part of its business other outstanding equity award made to Executive under the Company’s 1997 Stock Incentive Plan (or assetsany subsequent plan) shall also vest at that time.

Accelerated Vesting. (a) Immediately A. All stock options granted to Executive prior to December 12, 2006, to the effective date extent outstanding but not otherwise vested at the time of the a Change in Control, shall, immediately prior to such Change in Control, vest and become exercisable as to all the Unvested Shares underlying shares as fully-vested shares, and all other equity awards made to Executive under the Company’s 1997 Stock Incentive Plan (or any subsequent plan) prior to December 12, 2006 and unvested at the time of such Change in Control shall, immediately prior to such Change in Control, vest in full. Stock options or other equity awards granted to Executive on or after December 12, 2006 shall be subject to this option shall automatically become Vested Shares, such accelerated vesting provisions tied to a Change in Control as the Board of Directors or Compensation Committee may establish at the time of grant and this option shall become exercisable set forth in the documentation for all of the Option Shareseach such grant. However, the Unvested Shares each outstanding stock option or other equity award granted to Executive on or after December 12, 2006 shall not vest on such an accelerated basis if and in full immediately prior to a Change in Control, to the extent: extent the following conditions are satisfied with respect to each such stock option or equity award: (i) this the stock option will is not to be assumed by the successor corporation (or its parent thereofcompany) or otherwise continued in effect pursuant to the terms of the Change in Control, (ii) the stock option is not to be replaced with a substitute option or cash incentive plan that preserves the spread existing at the time of the Change in Control on any shares for which the option is not otherwise at that time vested and exercisable (the excess of the fair market value of those shares over the applicable exercise price) and which vests at the same or faster rate as the vesting schedule applicable to such option, and (iii) the equity award is not to be assumed by the successor corporation (or its parent company) or otherwise continued in effect pursuant to the terms of the Change in Control transaction or (ii) this option is not to be replaced with a cash incentive program plan that preserves the economic value of the successor corporation which preserves the spread existing on the Unvested Shares award at the time of the Change in Control (and which vests at the excess of same or faster rate as the Fair Market Value of those Unvested Shares over the Exercise Price payable for such shares) and provides for subsequent payout of vesting schedule applicable to that spread no later than the time Optionee would otherwise vest in the Option Shares as set forth in the Grant Noticeaward. (b) Immediately following B. If the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction. (c) If this option Company enters into a transaction which is assumed in connection with not a Change in Control or otherwise continued in effectbut which is a Significant Event, then this option shall be appropriately adjusted, upon such Change in Control, to apply to the number and class Board of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) Directors may, in connection with the assumption of this optionits sole discretion, substitute one determine that all, or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This Agreement shall not in any way affect the right portion, of the Corporation stock options granted to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer Executive before the effective date of such transaction shall vest and become exercisable on an accelerated basis at the time of such Significant Event and that all or a portion of any part of its business other outstanding equity award made to Executive under the Company’s 1997 Stock Incentive Plan (or assetsany subsequent plan) shall also vest at that time.

Accelerated Vesting. (ai) Immediately In the event of Employee’s Qualifying Termination, then (A) with respect to Employee’s then-unvested Stock Awards granted prior to the effective date of the closing of the transactions contemplated by the Series A Preferred Stock Purchase Agreement, dated as of August 15, 2019, by and among the Company and the Purchasers named therein (the “Transaction Closing Date” and such awards, the “Existing Stock Awards”), all such Existing Stock Awards shall be deemed vested effective immediately prior to such termination, and (B) with respect to Employee’s then-unvested Stock Awards granted on or after the Transaction Closing Date (the “New Stock Awards”), provided such termination or resignation also constitutes a Separation from Service, then such number of Employee’s New Stock Awards shall be deemed vested effective immediately prior to such termination as would have vested by their terms during the twelve (12) months following Employee’s date of termination had Employee remained in the service of or employed by the Company during such period; provided that (x) Employee complies with Sections 7 and 8 below, (y) Employee continues to comply with the terms of this Agreement (including without limitation Section 10 below) and (z) Employee resigns from any and all positions Employee holds with the Company, with such resignations to be effective no later than Employee’s Separation from Service date (or such other date requested or permitted by the Board); provided, however, that Employee’s services shall not be considered to have been terminated without Cause or for Good Reason if Employee ceases to serve as Chief Executive Officer but continues to serve as a member of the Board, in which case the foregoing acceleration shall then be triggered upon a termination of Employee’s service as a member of the Board without Cause or for Good Reason. (ii) In the event of a Change in Control, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become exercisable for all then 50% of the Option Shares. However, the Unvested Shares shall not vest on such an accelerated basis if and to the extent: (i) this option will be assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested Shares at the time of the Change in Control (the excess of the Fair Market Value of those Unvested Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than the time Optionee would otherwise vest in the Option Shares as set forth in the Grant Notice. (b) Immediately following the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effect, then this option Employee’s then-unvested Existing Stock Awards shall be appropriately adjusted, upon such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised deemed vested effective immediately prior to such Change in Control. (iii) In the event of Employee’s termination of employment due to death or disability, then all Employee’s then-unvested Existing Stock Awards shall be deemed vested effective immediately prior to such termination. The foregoing accelerated vesting provisions are hereby referred to as the “Accelerated Vesting” and are deemed to be a part of each Stock Award and to amend and supersede any provision in any agreement or plan regarding such Stock Award, even if such Accelerated Vesting provisions are less favorable. In the event of any conflict between the foregoing Accelerated Vesting provisions and the terms of any Stock Award, including any Existing Stock Award, the Accelerated Vesting provisions shall apply. Notwithstanding the foregoing, the Accelerated Vesting shall be in addition to, and appropriate adjustments shall also not in any way in limitation of, the accelerated vesting provisions set forth in that certain Restricted Stock Purchase Agreement dated as of December 11, 2017, between the Company and The Xxxx X. and Xxxxx X. Xxxxxxx Family Trust DTD 04/27/07, as amended from time to time, pursuant to which the Founders Shares were issued to Employee. Notwithstanding the foregoing, any Stock Award granted after the Transaction Closing Date may be made subject to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock additional accelerated vesting provisions in consummation of the connection with a Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent pursuant to the cash consideration paid per share of Common Stock terms and conditions set forth in such Change in ControlStock Award’s applicable award agreement. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. (a) Immediately prior Each outstanding Option, to the effective date extent that Option is not otherwise vested and exercisable for all the shares of Common Stock or other securities at the Change in Control, the Unvested Shares time subject to this option shall automatically become Vested Shares, that Option will immediately vest and this option shall become exercisable for all those option shares and may be exercised for any or all of those shares as fully vested shares. Each such accelerated Option will remain so exercisable during the post-termination exercise period specified in the agreement evidencing such Option. Any Options not exercised prior to the expiration of the Option Sharesapplicable post-service exercise period will terminate and cease to remain exercisable for any of the option shares. HoweverAny stock options granted to you after November 18, 2005 shall be governed solely and exclusively by the Unvested Shares terms and conditions of the agreements evidencing such options and shall not vest and become exercisable on such an accelerated basis if and as a result of this Agreement. Notwithstanding anything in this Agreement to the extent: (i) this option will be contrary, if the Options are not assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested Shares at the time of the Change in Control (the excess of the Fair Market Value of those Unvested Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than the time Optionee would otherwise vest in the Option Shares as set forth in the Grant Notice. (b) Immediately following the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction. (c) If this option is assumed in connection with a Change in Control or are not otherwise continued in effect, then this option shall be appropriately adjusted, upon such Change in Control, to apply to replaced with a cash incentive program which preserves the number and class of securities which would have been issuable to Optionee in consummation spread on those Options at the time of such Change in Control had and provides for the option been exercised subsequent payout of that spread pursuant to a vesting schedule no less favorable than the applicable vesting schedule in effect for each such Option, then those Options will vest and be exercisable in full immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (db) This Agreement Each outstanding Stock Award which you hold at the time of your termination without Cause or resignation for Good Reason during the Pre-closing Period or within the twelve (12) month period following the effective date of a Change in Control shall become fully vested and the shares of Common Stock or other securities at the time subject to that Stock Award shall be immediately issued to you as fully vested shares, subject to the Corporation’s collection of all applicable withholding taxes. Any stock awards granted to you after November 18, 2005 shall be governed solely and exclusively by the terms and conditions of the agreements evidencing such awards and shall not in any way affect the right vest and become issuable on an accelerated basis as a result of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assetsthis Agreement.

Accelerated Vesting. (a) Immediately In the event of any Change in Control, the Option Shares at the time subject to this option but not otherwise vested shall automatically vest in full so that this option shall, immediately prior to the effective date of the Change in Control, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become exercisable for all of the Option SharesShares as fully vested shares and may be exercised for any or all of those Option Shares as vested shares. However, the Unvested Option Shares shall not vest on such an accelerated basis if and to the extent: (i) this option will be is assumed by the successor corporation (or parent thereof) or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction and the Corporation's repurchase rights with respect to the unvested Option Shares are assigned to such successor corporation (or parent thereof) or otherwise continued in effect or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested unvested Option Shares at the time of the Change in Control (the excess of the Fair Market Value of those Unvested Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than in accordance with the time Optionee would otherwise vest in the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effect, then this option shall be appropriately adjusted, upon such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. Notwithstanding anything to the contrary contained herein or in the Plan and so long as the Participant has not been terminated for Cause or resigned without Good Reason, vesting of the Restricted Shares shall accelerate as follows: (a) Immediately prior to the effective date a Qualified Change of the Change Control (as defined in ControlSection 8(b) hereof), the Unvested with respect to any Restricted Shares subject to this option shall automatically become that are not then Vested Shares, and this option shall become exercisable for all the vesting of the Option Shares. However, the Participant’s Unvested Shares shall not vest on such an accelerated basis accelerate, if and to necessary, so that no less than one hundred percent (100%) of the extent: (i) this option will be assumed by the successor corporation (or parent thereof) or otherwise continued in effect Participant’s Restricted Shares granted pursuant to this Agreement shall be Vested Shares (provided, for the terms avoidance of doubt, any portion of an Award that may have already vested as of the date such Qualified Change of Control is determined to have occurred shall be included in Control transaction or (ii) this option is to be replaced with a cash incentive program determining the amount of the successor corporation which preserves the spread existing on the Unvested Shares at the time of the Change in Control (the excess of the Fair Market Value of those Unvested Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than the time Optionee would otherwise vest in the Option Shares as set forth in the Grant NoticeParticipant’s Vested Shares). (b) Immediately following prior to a Qualified Public Offering (as defined in Section 8(d) hereof), with respect to any Restricted Shares that are not then Vested Shares, the Change in Controlvesting of the Participant’s Unvested Shares shall fully accelerate, this option shall terminate and cease to be outstandingif necessary, except to so that all of the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect Participant’s Restricted Shares granted pursuant to the terms of the Change in Control transactionthis Agreement shall be Vested Shares. (c) If Upon the Participant’s death or termination of the Participant’s employment by the Company or any Subsidiary due to the Participant’s Permanent Disability (as defined in the Senior Management Agreement), with respect to any Restricted Shares that are not then Vested Shares, the vesting of the Participant’s Unvested Shares shall accelerate, if necessary, so that no less than one hundred percent (100%) of the Participant’s Restricted Shares granted pursuant to this option is assumed in connection with a Change in Control or otherwise continued in effect, then this option Agreement shall be appropriately adjustedVested Shares (provided, upon such Change in Controlfor the avoidance of doubt, to apply to any portion of an Award that may have already vested as of the number and class of securities which would have been issuable to Optionee in consummation date of such Change termination shall be included in Control had determining the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation amount of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in ControlParticipant’s Vested Shares). (d) This If Participant’s employment is terminated by the Company or any Subsidiary without Cause (as defined in the Senior Management Agreement referred to in Section 10 hereof) or the Participant resigns for Good Reason (as defined in the Senior Management Agreement referred to in Section 10 hereof), then immediately prior to such termination of employment, with respect to any Restricted Shares that are not then Vested Shares, the vesting of the Participant’s Unvested Shares shall accelerate, if necessary, so that no less than one hundred percent (100%) of the Participant’s Restricted Shares granted pursuant to this Agreement shall not in be Vested Shares (provided, for the avoidance of doubt, any way affect the right portion of an Award that may have already vested as of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part date of its business or assetssuch termination shall be included in determining the amount of the Participant’s Vested Shares).

Accelerated Vesting. Notwithstanding the provisions of Section 4 hereof, the RSUs covered by this Agreement will become nonforfeitable and payable to Grantee upon the occurrence of the earliest of any of the following events: (a) Immediately If, while Grantee is continuously employed by the Company or any of its Subsidiaries (or any of their successors), a Change of Control occurs and a Replacement Award is not provided to Grantee on the date of such Change of Control, the number of RSUs that will become nonforfeitable and payable to Grantee shall equal the number of RSUs that Grantee would be entitled to receive based on actual achievement of the performance conditions described on Exhibit A as of the day immediately prior to the effective Change of Control (in the case of Absolute Economic Return, with the applicable required performance levels pro-rated based on the amount of time elapsed in the Performance Period, and in the case of Relative Economic Return, as determined as of the end of the most recent quarter prior to the Change of Control for which the applicable data for the Peer Group (as defined in Exhibit A) is publicly available), as determined by the Board or the Committee. Such number of RSUs shall become nonforfeitable and payable to Grantee on the date of the such Change in of Control, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become exercisable for all of the Option Shares. However, the Unvested Shares shall not vest on such an accelerated basis if and to the extent: (i) this option will be assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested Shares at the time of the Change in Control (the excess of the Fair Market Value of those Unvested Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than the time Optionee would otherwise vest in the Option Shares as set forth in the Grant Notice. (b) Immediately following If Grantee’s employment with the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation Company or any of its Subsidiaries (or parent thereofany of their successors) or otherwise continued in effect terminates at any time as a result of: (i) Grantee’s death, (ii) Grantee’s Disability (pursuant to the terms subparagraph 5(b)(ii) of the Change in Control transaction. Employment Agreement), (ciii) If this option is assumed in connection with a Change in Control Termination Without Cause, (iv) a Termination For Good Reason, or otherwise continued in effect(v) Grantee’s Retirement on or after [________], then this option shall be appropriately adjusted, upon such Change in Control, to apply to the number of RSUs that will become nonforfeitable and class payable to Grantee shall equal the number of securities which RSUs that Grantee would have been issuable entitled to Optionee receive if Grantee had remained employed until the last day of the Performance Period (based on actual achievement of the performance conditions described on Exhibit A during the Performance Period, as determined by the Board or the Committee after the end of the Performance Period); provided however, that with respect to any RSUs granted to Grantee in consummation the calendar year in which Grantee’s Retirement occurs, the number of such Change RSUs that will become nonforfeitable and payable to Grantee pursuant to this subparagraph 5(b)(v) shall be a pro-rated portion of such RSUs in Control had an amount equal to the option been exercised immediately total number of RSUs granted to Grantee in the calendar year of Retirement multiplied by a fraction, the numerator of which will equal the number of full calendar months in the year of the Retirement that Grantee was employed prior to such Change the Retirement and the denominator of which will equal twelve (12); provided further that no RSUs shall become nonforfeitable and payable to Grantee on account of Grantee’s Retirement pursuant to this subparagraph 5(b)(v) unless Grantee complies with all restrictive covenant obligations as set forth in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation paragraph 7 of the Change Employment Agreement as if in Control, effect through the successor corporation (date on which such RSUs are paid. Such number of RSUs shall become nonforfeitable and payable to Grantee on or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This Agreement shall not in any way affect the right before March 15 of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part calendar year immediately following the end of its business or assetsthe Performance Period.

Accelerated Vesting. All of your outstanding Options that have not previously vested and that are scheduled to vest during the six-month period beginning on the date of your termination of service due to your death or Disability, will become fully and immediately vested on the date of your termination due to your death or Disability, without any further action on your part. In addition, an outstanding option that has not been forfeited on the date on which a Change in Control occurs shall, on such date, be 100% vested. In addition, in the event of your termination that is not a Termination for Cause or in the event of your resignation with “Good Reason” (a) Immediately prior as defined below), an outstanding Option that has not been forfeited will be 100% vested on the date your service with your Employer terminates. If vesting accelerates, the accelerated vesting date will be the applicable Earliest Exercise Date. You may designate a beneficiary to inherit your rights to any vested, unexercised Options that are outstanding to you at your death using the Beneficiary Designation attached as Appendix B. You will be considered to have “Good Reason” for a voluntary resignation if: the effective date of the Change in Control, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become exercisable for all resignation occurs within ninety (90) days after any of the Option Shares. However, the Unvested Shares shall not vest on such an accelerated basis if and to the extentfollowing: (ia) this option will be assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms failure of the Change in Control transaction Board of Directors to appoint or (iire-appoint or elect or re-elect you to your position(s) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested Shares at the time of the Change in Control (the excess of the Fair Market Value of those Unvested Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than the time Optionee would otherwise vest in the Option Shares as set forth in the Grant Notice. your Employer; (b) Immediately following the Change in Control, this option shall terminate and cease failure of the stockholders of your Employer to be outstanding, except to elect or re-elect you or the extent assumed by failure of the successor corporation Board of Directors (or parent the nominating committee thereof) to nominate you for such election or otherwise continued in effect pursuant to the terms of the Change in Control transaction. re-election; (c) If this option is assumed in connection with a Change in Control material failure by your Employer, whether by amendment of its charter, or otherwise continued in effectby-laws, then this option shall be appropriately adjusted, upon such Change in Controlaction of the Board of Directors or the Employer’s stockholders or otherwise, to apply to vest you in the number and class of securities which would functions, duties, or responsibilities prescribed in an employment or retention agreement; provided that you shall have been issuable to Optionee in consummation given notice of such Change in Control had the option been exercised immediately prior material adverse effect to such Change in Controlyour Employer, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation your Employer has not fully cured such failure within thirty (or its parent30) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in days after such Change in Control. notice is deemed given; (d) This Agreement any reduction of your rate of base salary in effect from time to time; provided that you shall have given notice of such material adverse effect to your Employer, and your Employer has not fully cured such failure within thirty (30) days after such notice is deemed given; (e) any change in the terms and conditions of any way affect compensation or benefit program in which you participate which, either individually or together with other changes, has a material adverse effect on the right aggregate value of your total compensation package; provided that you shall have given notice of such material adverse effect to the Corporation your Employer, and your Employer has not fully cured such failure within thirty (30) days after such notice is deemed given; (f) any material breach by your Employer of any term, condition or covenant contained in an employment or retention agreement; provided that you shall have given notice of such material breach to adjustyour Employer, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assetsand your Employer has not fully cured such failure within thirty (30) days after such notice is deemed given.

Accelerated Vesting. (a) Immediately In the event of any Corporate Transaction, the Option Shares at the time subject to this option but not otherwise vested shall automatically vest in full so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become fully exercisable for all of the Option SharesShares as fully-vested shares and may be exercised for any or all of those vested shares. However, the Unvested Option Shares shall not vest on such an accelerated basis if and to the extent: (i) this option will be is assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant the Corporate Transaction and the Corporation’s repurchase rights with respect to the terms of the Change in Control transaction unvested Option Shares are assigned to such successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested unvested Option Shares at the time of the Change in Control Corporate Transaction (the excess of the Fair Market Value of those Unvested Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than in accordance with the time Optionee would otherwise vest in the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to connection with the terms of the Change in Control transactionCorporate Transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effectCorporate Transaction, then this option shall be appropriately adjusted, upon immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided provided, the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) The Option Shares may also vest upon an accelerated basis in accordance with the terms and conditions of any special addendum attached to this Agreement. (e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. (a) Immediately In the event of any Corporate Transaction, the Option Shares at the time subject to this option but not otherwise vested shall automatically vest in full so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become exercisable for all of the Option SharesShares as fully-vested shares and may be exercised for any or all of those Option Shares as vested shares. However, the Unvested Option Shares shall not vest on such an accelerated basis if and to the extent: (i) this option will be is assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant the Corporate Transaction and the Corporation's repurchase rights with respect to the terms of the Change in Control transaction unvested Option Shares are assigned to such successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested unvested Option Shares at the time of the Change in Control Corporate Transaction (the excess of the Fair Market Value of those Unvested Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than in accordance with the time Optionee would otherwise vest in the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to connection with the terms of the Change in Control transactionCorporate Transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effectCorporate Transaction, then this option shall be appropriately adjusted, upon immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) The Option Shares may also vest upon an accelerated basis in accordance with the terms and conditions of any special addendum attached to this Agreement. (e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. (a) Immediately A. All stock options granted to Executive prior to December 12, 2006, to the effective date extent outstanding but not otherwise vested at the time of the a Change in Control, shall, immediately prior to such Change in Control, vest and become exercisable as to all the Unvested Shares underlying shares as fully-vested shares, and all other equity awards made to Executive under the Company’s 1997 Stock Incentive Plan (or any subsequent plan) prior to December 12, 2006 and unvested at the time of such Change in Control shall, immediately prior to such Change in Control, vest in full. Stock options or other equity awards granted to Executive on or after the December 12, 2006 shall be subject to this option shall automatically become Vested Shares, such accelerated vesting provisions tied to a Change in Control as the Board of Directors or Compensation Committee may establish at the time of grant and this option shall become exercisable set forth in the documentation for all of the Option Shareseach such grant. However, the Unvested Shares each outstanding stock option or other equity award granted to Executive on or after December 12, 2006 shall not vest on such an accelerated basis if and in full immediately prior to a Change in Control, to the extent: extent the following conditions are satisfied with respect to each such stock option or equity award: (i) this the stock option will is not to be assumed by the successor corporation (or its parent thereofcompany) or otherwise continued in effect pursuant to the terms of the Change in Control, (ii) the stock option is not to be replaced with a substitute option or cash incentive plan that preserves the spread existing at the time of the Change in Control on any shares for which the option is not otherwise at that time vested and exercisable (the excess of the fair market value of those shares over the applicable exercise price) and which vests at the same or faster rate as the vesting schedule applicable to such option, and (iii) the equity award is not to be assumed by the successor corporation (or its parent company) or otherwise continued in effect pursuant to the terms of the Change in Control transaction or (ii) this option is not to be replaced with a cash incentive program plan that preserves the economic value of the successor corporation which preserves the spread existing on the Unvested Shares award at the time of the Change in Control (and which vests at the excess of same or faster rate as the Fair Market Value of those Unvested Shares over the Exercise Price payable for such shares) and provides for subsequent payout of vesting schedule applicable to that spread no later than the time Optionee would otherwise vest in the Option Shares as set forth in the Grant Noticeaward. (b) Immediately following B. If the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction. (c) If this option Company enters into a transaction which is assumed in connection with not a Change in Control or otherwise continued in effectbut which is a Significant Event, then this option shall be appropriately adjusted, upon such Change in Control, to apply to the number and class Board of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) Directors may, in connection with the assumption of this optionits sole discretion, substitute one determine that all, or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This Agreement shall not in any way affect the right portion, of the Corporation stock options granted to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer Executive before the effective date of such transaction shall vest and become exercisable on an accelerated basis at the time of such Significant Event and that all or a portion of any part of its business other outstanding equity award made to Executive under the Company’s 1997 Stock Incentive Plan (or assetsany subsequent plan) shall also vest at that time.

Accelerated Vesting. (a) Immediately In the event of any Corporate Transaction, the Option Shares at the time subject to this option but not otherwise vested shall automatically vest in full so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become fully exercisable for all of the those Option SharesShares and may be exercised for any or all of those Option Shares as fully- vested shares of Common Stock. However, the Unvested Option Shares shall not vest on such an accelerated basis if and to the extent: (i) this option will be is assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant the Corporate Transaction and the Corporation's repurchase rights with respect to the terms of the Change in Control transaction unvested Option Shares are assigned to such successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested unvested Option Shares at the time of the Change in Control Corporate Transaction (the excess of the Fair Market Value of those Unvested Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than in accordance with the time Optionee would otherwise vest in the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to connection with the terms of the Change in Control transactionCorporate Transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effectCorporate Transaction, then this option shall be appropriately adjusted, upon immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control.-------- (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. (a) Immediately In the event of any Corporate Transaction, the Option Shares at the time subject to this option but not otherwise vested shall automatically vest in full so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become fully exercisable for all of the Option SharesShares as fully-vested shares and may be exercised for any or all of those vested shares. However, the Unvested Option Shares shall not vest on such an accelerated basis if and to the extent: (i) this option will be is assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant the Corporate Transaction and the Corporation's repurchase rights with respect to the terms of the Change in Control transaction unvested Option Shares are assigned to such successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested unvested Option Shares at the time of the Change in Control Corporate Transaction (the excess of the Fair Market Value of those Unvested Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than in accordance with the time Optionee would otherwise vest in the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to connection with the terms of the Change in Control transactionCorporate Transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effectCorporate Transaction, then this option shall be appropriately adjusted, upon immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) The Option Shares may also vest upon an accelerated basis in accordance with the terms and conditions of any special addendum attached to this Agreement. (e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. (a) Immediately Notwithstanding the foregoing provisions of Section 3 to the contrary: in the event that during the Performance Period you incur a CIC Separation from Service, then the restrictive covenants set forth in Section 10 hereof shall cease to apply and (i) if you are not a “covered employee” as defined in Section 162(m) of the Code, the Target Achievement Level applicable to the Performance Period in which such CIC Separation from Service will be deemed to have been achieved; and (ii) if you are a “covered employee,” you shall forfeit the Performance Units and instead shall be entitled to receive a single-sum payment pursuant to the Plan that is not based on any outstanding Performance Period. The single-sum payment will be calculated using the number of performance units you would have been entitled to receive under the Plan at the Target Achievement Level with respect to the most recent Performance Period that precedes and does not include your date of termination of System Company employment; provided that if you did not participate in the Plan for such Performance Period, the single- sum payment will be calculated using for such Performance Period the number of performance units you would have been entitled to receive under the Plan at the Target Achievement Level for such Performance Period as though you had participated in the Plan for such Performance Period at your ML as of the termination of your System Company employment. Any Performance Units or single-sum payment payable pursuant to this Section 4 shall be paid in cash, subject to applicable withholding, on your System Company employer’s first regular payroll date following the later of the applicable Change in Control and your CIC Separation from Service; provided that, if your CIC Separation from Service occurs within the Change in Control Period and prior to the effective date of the applicable Change in Control, then (A) if the Unvested Shares subject Performance Units or single-sum payment payable pursuant to this option shall automatically become Vested Shares, and this option shall become exercisable Section 4 would constitute “nonqualified deferred compensation” for all purposes of Section 409A of the Option Shares. However, the Unvested Shares Code then there shall not be an acceleration of any payment pursuant to this Section 4 unless the applicable Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code and (B) if the applicable Change in Control does not constitute a “change in control event” within the meaning of Section 409A of the Code, then the Performance Units shall vest on and be paid out at the same time and in the same form as if you had remained employed by a System Company through such an accelerated basis if vesting and to the extent: (i) this option will be assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant payment dates, subject to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive program Section 28 of the successor corporation which preserves the spread existing on the Unvested Shares at the time of the Change in Control (the excess of the Fair Market Value of those Unvested Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than the time Optionee would otherwise vest in the Option Shares as set forth in the Grant NoticePlan. (b) Immediately If you incur a CIC Separation from Service following the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms occurrence of the a Potential Change in Control transactionand prior to the occurrence of a Change in Control then, notwithstanding anything herein to the contrary, the Performance Units shall remain outstanding and unvested until, and shall be cancelled and forfeited upon the earlier of (i) the date that is ninety (90) days after the date of your CIC Separation from Service and (ii) the original term of the Performance Units. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effect, then this option shall be appropriately adjusted, upon such Change in Control, to apply Notwithstanding anything herein to the number contrary, the time and class form of securities any payments to which would have been issuable you may be entitled pursuant to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made this Section 4 are subject to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock requirements and limitations set forth in consummation Section 28 of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in ControlPlan. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. (a) Immediately In the event of any Corporate Transaction, the Option Shares at the time subject to this option but not otherwise vested shall automatically vest in full so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become exercisable for all of the Option SharesShares as fully-vested shares and may be exercised for any or all of those Option Shares as vested shares. However, the Unvested Option Shares shall not NOT vest on such an accelerated basis if and to the extent: (i) this option will be is assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant the Corporate Transaction and the Corporation's repurchase rights with respect to the terms of the Change in Control transaction unvested Option Shares are assigned to such successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested unvested Option Shares at the time of the Change in Control Corporate Transaction (the excess of the Fair Market Value of those Unvested Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than in accordance with the time Optionee would otherwise vest in the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to connection with the terms of the Change in Control transactionCorporate Transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effectCorporate Transaction, then this option shall be appropriately adjusted, upon immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. (a) Immediately A. All stock options granted to Executive prior to December 12, 2006, to the effective date extent outstanding but not otherwise vested at the time of the a Change in Control, shall, immediately prior to such Change in Control, vest and become exercisable as to all the Unvested Shares underlying shares as fully-vested shares, and all other equity awards made to Executive under the Company’s 1997 Stock Incentive Plan (or any subsequent plan) prior to December 12, 2006 and unvested at the time of such Change in Control shall, immediately prior to such Change in Control, vest in full. Stock options or other equity awards granted to Executive on or after December 12, 2006 shall be subject to this option shall automatically become Vested Shares, such accelerated vesting provisions tied to a Change in Control as the Board of Directors or Compensation Committee may establish at the time of grant and this option shall become exercisable set forth in the documentation for all of the Option Shareseach such grant. However, each outstanding stock option or other equity award granted to Executive on or after the Unvested Shares December 12, 2006 shall not vest on such an accelerated basis if and in full immediately prior to a Change in Control, to the extent: extent the following conditions are satisfied with respect to each such stock option or equity award: (i) this the stock option will is not to be assumed by the successor corporation (or its parent thereofcompany) or otherwise continued in effect pursuant to the terms of the Change in Control, (ii) the stock option is not to be replaced with a substitute option or cash incentive plan that preserves the spread existing at the time of the Change in Control on any shares for which the option is not otherwise at that time vested and exercisable (the excess of the fair market value of those shares over the applicable exercise price) and which vests at the same or faster rate as the vesting schedule applicable to such option, and (iii) the equity award is not to be assumed by the successor corporation (or its parent company) or otherwise continued in effect pursuant to the terms of the Change in Control transaction or (ii) this option is not to be replaced with a cash incentive program plan that preserves the economic value of the successor corporation which preserves the spread existing on the Unvested Shares award at the time of the Change in Control (and which vests at the excess of same or faster rate as the Fair Market Value of those Unvested Shares over the Exercise Price payable for such shares) and provides for subsequent payout of vesting schedule applicable to that spread no later than the time Optionee would otherwise vest in the Option Shares as set forth in the Grant Noticeaward. (b) Immediately following B. If the Company enters into a transaction approved by the Board of Directors which is not a Change in Control, this option shall terminate but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, and cease to be outstandingwhich results in significant additional value for the Company’s stockholders, except to the extent assumed as determined by the successor corporation Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effect“Significant Event”), then this option shall be appropriately adjusted, upon such Change in Control, to apply to the number and class Board of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) Directors may, in connection with the assumption of this optionits sole discretion, substitute one determine that all, or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This Agreement shall not in any way affect the right portion, of the Corporation stock options granted to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer Executive before the effective date of such transaction shall vest and become exercisable on an accelerated basis at the time of such Significant Event and that all or a portion of any part of its business other outstanding equity award made to Executive under the Company’s 1997 Stock Incentive Plan, (or assetsany subsequent plan) shall also vest at that time.

Accelerated Vesting. (a) Immediately In the event of any Corporate Transaction, this option, to the extent outstanding at that time, but not fully exercisable, shall automatically accelerate in full so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, become fully exercisable for any or all of those Option Shares at the Unvested Shares time subject to this option shall automatically become Vested Sharesas fully- vested shares of Common Stock. However, and no such acceleration of this option shall become exercisable for all of the Option Shares. However, the Unvested Shares shall not vest on such an accelerated basis occur if and to the extent: (i) this option will be is assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction Corporate Transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested Option Shares for which this option is not otherwise exercisable at the time of the Change in Control Corporate Transaction (the excess of the Fair Market Value of those Unvested Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than in accordance with the time Optionee would otherwise vest same exercise schedule in effect for the Option Shares option pursuant to the Exercise Schedule as set forth in the Grant Notice. (b) Immediately following the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to connection with the terms of the Change in Control transactionCorporate Transaction. (c) If this option is assumed by the successor corporation (or parent thereof) in a Corporate Transaction, and at the time of, or within twelve (12) months following such Corporate Transaction, either (i) Optionee is offered a Lesser Position in replacement of the position held by him or her immediately prior to the Corporate Transaction or (ii) Optionee's Service terminates by reason of an Involuntary Termination, then, effective as of the date on which such Lesser Position is offered to Optionee or the effective date of such Involuntary Termination, respectively, this option, to the extent outstanding at that time but not fully exercisable shall automatically accelerate in part so that this option shall immediately become exercisable for the next annual installment of Option Shares for which this option is scheduled to become exercisable in accordance with the Exercise Schedule set forth in the Grant Notice. Following such acceleration, to the extent Optionee continues in Service, the Exercise Schedule shall be adjusted so that this option shall become exercisable for the remaining annual installments of Option Shares (which were otherwise to become exercisable on the subsequent anniversaries of the Vesting Commencement Date) on each subsequent anniversary of the effective date of such acceleration. Following an Involuntary Termination, this option shall remain exercisable for any or all of the vested Option Shares until the earlier of (i) the expiration of the option term or (ii) the expiration of the one (1)-year period measured from the effective date of the Involuntary Termination. (d) If this option is assumed in connection with a Change in Control or otherwise continued in effectCorporate Transaction, then this option shall be appropriately adjusted, upon immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. (a) Immediately In the event of any Corporate Transaction, the Option Shares at the time subject to this option but not otherwise vested shall automatically vest in full so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become exercisable for all of the Option SharesShares as fully-vested shares and may be exercised for any or all of those Option Shares as vested shares. However, the Unvested Option Shares shall not NOT vest on such an accelerated basis if and to the extent: (i) this option will be is assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant the Corporate Transaction and the Corporation's repurchase rights with respect to the terms of the Change in Control transaction unvested Option Shares are assigned to such successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested unvested Option Shares at the time of the Change in Control Corporate Transaction (the excess of the Fair Market Value of those Unvested Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than in accordance with the time Optionee would otherwise vest in the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to connection with the terms of the Change in Control transactionCorporate Transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effectCorporate Transaction, then this option shall be appropriately adjusted, upon immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the actual holders of the Corporation's outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in ControlCorporate Transaction, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in ControlCorporate Transaction. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. The following shall apply to all Options and Restricted Stock at any time held by Consultant or the Designated Person, whether issued under this Agreement, under any plan of the Company, or in any other manner: (a1) Immediately prior Upon termination of the Consulting Agreement or Designated Person pursuant to Sections 6 (b): (i) all unvested Options shall immediately expire effective the date of termination of the Agreement or the Designated Person’s positions with the Company and all vested Options, to the effective date extent unexercised, shall expire twelve (12) months after the termination; and (ii) shares of Restricted Stock for which restrictions have not lapsed will be immediately forfeited. (2) If the Consulting Agreement or Designated Person is terminated pursuant to Section 3, where the Company has offered to renew the term of the Change in Control, agreement for an additional one (1) year period and the Unvested Shares subject Consultant or Designated Person chooses not to this option shall automatically become Vested Shares, and this option shall become exercisable for all continue the Agreement or as an officer or director of the Option Shares. However, the Unvested Shares shall not vest on such an accelerated basis if and to the extentCompany: (i) all unvested Options shall immediately expire effective the date of termination of this option will be assumed by Agreement or the successor corporation (or parent thereof) or otherwise continued in effect pursuant Designated Person’s positions with the Company and all vested Options, to the terms of extent unexercised, shall expire twelve (12) months after the Change in Control transaction or termination; and (ii) this option is to shares of Restricted Stock for which restrictions have not lapsed will be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested Shares at the time of the Change in Control (the excess of the Fair Market Value of those Unvested Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than the time Optionee would otherwise vest in the Option Shares as set forth in the Grant Noticeimmediately forfeited. (b3) Immediately following f the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation Consulting Agreement or Designated Person is terminated: (or parent thereofA) or otherwise continued in effect pursuant to the terms of the Change in Control transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effect, then this option shall be appropriately adjusted, upon such Change in of Control, (B) by the Company without Cause, (C) the Company tendered the Executive a Non-Renewal Notice for any reason other than for Cause or (D) due to apply death or disability of the Designated Person: (i) all unvested Options shall immediately vest and become exercisable effective the date of termination, and, to the number extent unexercised, shall expire twenty-four (24) months after any such event and class of securities which would have been issuable (ii) restrictions shall immediately lapse with respect to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more all shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in ControlRestricted Stock. (d4) This If the Consulting Agreement or the Designated Person is terminated for “Cause” or has otherwised breached any of the terms or provisions of this Agreement: (i) all Options, whether or not vested, shall immediately expire; and (ii) all shares of Restricted Stock for which restrictions have not lapsed shall be forfeited effective the date of termination. (5) The Company shall cause all future agreements, certificates or other documents evidencing any grant of Options or award of Restricted Stock to the Consultant or Designated Person to contain the foregoing provisions and shall agree to amend all existing agreements, certificates or other documents evidencing any grant of Options or award of Restricted Stock to contain the foregoing provisions. (6) For the avoidance of doubt, the term “Restricted Stock” as used in this Agreement shall not in include any way affect shares of common stock beneficially owned that were not issued pursuant to an equity compensation plan or which are no longer subject to forfeiture pursuant to any Restricted Stock agreement with the right Company, but will include all shares issued under this Agreement or as compensatory plan shares to any designee of Consultant or the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assetsDesignated Person.

Accelerated Vesting. Notwithstanding the provisions of Section 4 hereof, the RSUs covered by this Agreement will become nonforfeitable and payable to Grantee upon the occurrence of the earliest of any of the following events: (a) Immediately If, while Grantee is continuously employed by the Company or any of its Subsidiaries (or any of their successors), a Change of Control occurs and a Replacement Award is not provided to Grantee on the date of such Change of Control, the number of RSUs that will become nonforfeitable and payable to Grantee shall equal the number of RSUs that Grantee would be entitled to receive based on actual achievement of the performance conditions described on Exhibit A as of the day immediately prior to the effective Change of Control (in the case of Absolute Economic Return, with the applicable required performance levels pro-rated based on the amount of time elapsed in the Performance Period, and in the case of Relative Economic Return, as determined as of the end of the most recent quarter prior to the Change of Control for which the applicable data for the Peer Group (as defined in Exhibit A) is publicly available), as determined by the Board or the Committee. Such number of RSUs shall become nonforfeitable and payable to Grantee on the date of the such Change in of Control, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become exercisable for all of the Option Shares. However, the Unvested Shares shall not vest on such an accelerated basis if and to the extent: (i) this option will be assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested Shares at the time of the Change in Control (the excess of the Fair Market Value of those Unvested Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than the time Optionee would otherwise vest in the Option Shares as set forth in the Grant Notice. (b) Immediately following If Grantee’s employment with the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation Company or any of its Subsidiaries (or parent thereofany of their successors) or otherwise continued in effect terminates at any time as a result of: (i) Grantee’s death, (ii) Grantee’s Disability (pursuant to the terms subparagraph 5(b)(ii) of the Change in Control transaction. Employment Agreement), (ciii) If this option is assumed in connection with a Change in Control Termination Without Cause or otherwise continued in effect(iv) a Termination For Good Reason, then this option shall be appropriately adjusted, upon such Change in Control, to apply to the number of RSUs that will become nonforfeitable and class payable to Grantee shall equal the number of securities which RSUs that Grantee would have been issuable entitled to Optionee in consummation of such Change in Control receive if Grantee had remained employed until the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation last day of the Change in Control, the successor corporation Performance Period (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This Agreement shall not in any way affect the right based on actual achievement of the Corporation performance conditions described on Exhibit A during the Performance Period, as determined by the Board or the Committee after the end of the Performance Period). Such number of RSUs shall become nonforfeitable and payable to adjust, reclassify, reorganize Grantee on or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part before March 15 of its business or assetsthe calendar year immediately following the end of the Performance Period.

Accelerated Vesting. (a) Immediately In the event of any Corporate Transaction, the Option Shares at the time subject to this option but not otherwise vested shall automatically vest in full so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become exercisable for all of the Option SharesShares as fully-vested shares and may be exercised for any or all of those Option Shares as vested shares. However, the Unvested Option Shares shall not vest on such an accelerated basis if and to the extent: (i) this option will be is assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant the Corporate Transaction and the Corporation's repurchase rights with respect to the terms of the Change in Control transaction unvested Option Shares are assigned to such successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested unvested Option Shares at the time of the Change in Control Corporate Transaction (the excess of the Fair Market Value of those Unvested Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than in accordance with the time Optionee would otherwise vest in the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to connection with the terms of the Change in Control transactionCorporate Transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effectCorporate Transaction, then this option shall be appropriately adjusted, upon immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the -------- extent that the actual holders of the Corporation's outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in ControlCorporate Transaction, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in ControlCorporate Transaction. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. (a) Immediately In the event of any Corporate Transaction while Optionee remains in Service, the Option Shares at the time subject to this option but not otherwise vested shall automatically vest in full so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become fully exercisable for all of the Option SharesShares as fully-vested shares and may be exercised for any or all of those vested shares. However, the Unvested Option Shares shall not NOT vest on such an accelerated basis if and to the extent: (i) this option will be is assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant the Corporate Transaction and the Corporation's repurchase rights with respect to the terms of the Change in Control transaction unvested Option Shares are assigned to such successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested unvested Option Shares at the time of the Change in Control Corporate Transaction (the excess of the Fair Market Value of those Unvested Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than in accordance with the time Optionee would otherwise vest in the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to connection with the terms of the Change in Control transactionCorporate Transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effectCorporate Transaction, then this option shall be appropriately adjusted, upon immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided PROVIDED the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) The Option Shares may also vest upon an accelerated basis in accordance with the terms and conditions of any special addendum attached to this Agreement. (e) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. (a) Immediately a. In the event of any Corporate Transaction, the Option Shares at the time subject to this option but not otherwise vested shall automatically vest in full so that this option shall, immediately prior to the effective date of the Change in ControlCorporate Transaction, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become exercisable for all of the Option SharesShares as fully-vested shares and may be exercised for any or all of those vested shares. However, the Unvested Option Shares shall not NOT vest on such an accelerated basis if and to the extent: (i) this option will be is assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant the Corporate Transaction and the Corporation's repurchase rights with respect to the terms of the Change in Control transaction unvested Option Shares are assigned to such successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested unvested Option Shares at the time of the Change in Control Corporate Transaction (the excess of the Fair Market Value of those Unvested Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than in accordance with the time Optionee would otherwise vest in the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) b. Immediately following the Change in ControlCorporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to connection with the terms of the Change in Control transactionCorporate Transaction. (c) c. If this option is assumed in connection with a Change in Control or otherwise continued in effectCorporate Transaction, then this option shall be appropriately adjusted, upon immediately after such Change in ControlCorporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control Corporate Transaction had the option been exercised immediately prior to such Change in ControlCorporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided PROVIDED the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock . d. The Option Shares may also vest upon an accelerated basis in consummation of the Change in Control, the successor corporation (or its parent) may, in connection accordance with the assumption terms and conditions of any special addendum attached to this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in ControlAgreement. (d) e. This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. (a) Immediately In the event of any Change in Control, the Option Shares at the time subject to this option but not otherwise vested shall automatically vest in full so that this option shall, immediately prior to the effective date of the Change in Control, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become exercisable for all of the Option SharesShares as fully vested shares and may be exercised for any or all of those Option Shares as vested shares. However, the Unvested Option Shares shall not vest on such an accelerated basis if and to the extent: (i) this option will be is assumed by the successor corporation (or parent thereof) or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction and the Corporation’s repurchase rights with respect to the unvested Option Shares are assigned to such successor corporation (or parent thereof) or otherwise continued in effect or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested unvested Option Shares at the time of the Change in Control (the excess of the Fair Market Value of those Unvested Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than in accordance with the time Optionee would otherwise vest in the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) Immediately following the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effect, then this option shall be appropriately adjusted, upon immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Accelerated Vesting. If a Change of Control (aas hereinafter defined) Immediately occurs, and, prior to the effective Change of Control, the Company or representatives of the third party effecting the Change of Control (as applicable) do not offer «Last_Name» a Comparable Job (as hereinafter defined) following the Change of Control and, on or within ten (10) days following the Change of Control, «Last_Name» terminates «Last_Name»’s employment, then, so long as «Last_Name» has remained continuously employed from the date of this Agreement through the date of a Change of Control, the portion of the Restricted Stock Unit Award which has not become vested and unrestricted under Section 2(a) at the date of such event shall immediately vest and become unrestricted with respect to the target level of the performance-based restricted stock units subject to this Performance-Based Restricted Stock Unit Award simultaneously with the consummation of the Change in of Control, the Unvested Shares subject . A “Change of Control” shall mean and be determined to this option shall automatically become Vested Shares, and this option shall become exercisable for all have occurred upon any one of the Option Shares. However, the Unvested Shares shall not vest on such an accelerated basis if and to the extentfollowing events: (i) this option will the date of acquisition by any person or group other than Misys plc (“Parent”) or any affiliate of Parent or any subsidiary of the Company (or any employee benefit plans (or related trust) of the Company or any of its subsidiaries or Parent) acquires beneficial ownership of securities possessing more than thirty percent (30%) of the total combined voting power of the Company’s then outstanding voting securities which generally entitle the holder thereof to vote for the election of directors (“Voting Power”), provided, however, that no Change of Control shall be assumed deemed to have occurred solely by reason of any such acquisition by a corporation with respect to which, after such acquisition, more than sixty percent (60%) of the then outstanding shares of common stock of such corporation and the Voting Power of such corporation are then beneficially owned, directly or indirectly, by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to persons who were the terms beneficial owners of the Change stock and Voting Power of Company immediately before such acquisition, in Control transaction substantially the same proportions as their ownership immediately before such acquisition; or (ii) this option is to be replaced with a cash incentive program the date the individuals who constitute the Board as of the successor corporation which preserves date of this Agreement (the spread existing on the Unvested Shares “Incumbent Board”) cease for any reason other than their deaths to constitute at the time least a majority of the Change in Control (Board; provided that any individual who becomes a director after the excess date of this Agreement whose election or nomination for election by Company’s stockholders was approved by a vote of at least a majority of the Fair Market Value directors then comprising the Incumbent Board shall be considered, for purposes of those Unvested Shares over the Exercise Price payable for this definition, as though such shares) and provides for subsequent payout of that spread no later than the time Optionee would otherwise vest in the Option Shares as set forth in the Grant Notice. (b) Immediately following the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms individual were a member of the Change in Control transaction. (c) If Incumbent Board, but excluding, for this option purpose, any such individual whose initial assumption of office is assumed in connection with a Change in Control an actual or otherwise continued in effect, then this option shall be appropriately adjusted, upon such Change in Control, to apply threatened election contest relating to the number and class election of securities the directors of Company (as such terms are used in Rule 14a-11 under the Securities Exchange Act of 1934 (the “1934 Act”)); or (iii) Company effects (A) a merger or consolidation of Company with one or more corporations or entities, as a result of which would have been issuable to Optionee in consummation the holders of such Change in Control had the option been exercised outstanding Voting Stock of Company immediately prior to such merger, reorganization or consolidation hold less than 50% of the Voting Power of the surviving or resulting corporation or entity immediately after such merger or consolidation; (B) a liquidation or dissolution of Company; or (C) a sale or other disposition of all or substantially all of the assets of Company other than to an entity of which Company owns at least 50% of the Voting Power; provided, however, that in no event shall the acquisition by any person or group of the beneficial ownership of any amount of stock or voting securities of Parent (including an acquisition by a merger, reorganization or consolidation) constitute a Change of Control. For purposes of the foregoing definition, the terms “beneficially owned” and “beneficial ownership” and “person” shall have the meanings ascribed to them in ControlSEC rules 13d-5(b) under the 1934 Act, and appropriate adjustments shall also “group” means two or more persons acting together in such a way to be made deemed a person for purposes of Section 13(d) of the 1934 Act. Further, notwithstanding anything herein to the Exercise Pricecontrary, provided the aggregate Exercise Price definition of Change of Control set forth herein shall remain not be broader than the same. To the extent that the holders definition of Common Stock receive cash consideration for their Common Stock “change in consummation control event” as set forth under Section 409A of the Code, and the guidance promulgated thereunder, and if a transaction or event does not otherwise fall within such definition of change of control event, it shall not be deemed a Change in Control, the successor corporation (or its parent) may, in connection with the assumption of Control for purposes of this optionAgreement. For purposes of this Agreement, substitute one or more shares a “Comparable Job” shall mean employment following the Change of its own common stock Control (i) with a fair market value equivalent substantially the same duties and responsibilities as were held by «Last_Name» prior to the cash consideration paid per share Change of Common Stock Control (excluding, for this purpose, changes following the Change of Control (x) to «Last_Name»’s reporting responsibilities and (y) arising by reason of the Company ceasing to be a public company), (ii) at the same location at which «Last_Name» provides services prior to the Change of Control or a location within fifty (50) miles of such location and (iii) at the same or increased base salary and target performance bonus levels as were in such effect prior to the Change in of Control. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.