Common use of Adjustments Upon Changes in Capitalization Clause in Contracts

Adjustments Upon Changes in Capitalization. (a) In the event that the outstanding shares of the Common Stock of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of shares, or dividends payable in capital stock, appropriate adjustment shall be made in the number and kind of Shares, and the Exercise Price therefor, as to which the Option, to the extent not theretofore exercised, shall be exercisable. In addition, unless otherwise determined by the Board in its sole discretion, in the case of a Change in Control (as hereinafter defined) of the Company, the purchaser(s) of the Company's assets or stock may, in his, her or its discretion, deliver to the Employee, to the extent that the right to purchase Shares under the Option has vested, the same kind of consideration (net of the Exercise Price for such Shares) that is delivered to the stockholders of the Company as a result of the Change in Control, or the Board may, in its sole determination, cancel the Option, to the extent not theretofore exercised, in exchange for consideration in cash or in kind, which consideration in either case shall be equal in value to the value of those shares of stock or other consideration the Employee would have received had the Option been exercised (to the extent it has vested and not been exercised) and no disposition of the shares acquired upon such exercise been made prior to the Change in Control, less the Exercise Price therefor. Upon receipt of such consideration by the Employee, the Option shall immediately terminate and be of no further force and effect, with respect to both vested and nonvested portions thereof. The value of the stock or other securities the Employee would have received if the Option had been exercised shall be determined in good faith by the Board. In addition, in the case of a Change in Control, the Board may, in its sole discretion, accelerate the vesting of all or any portion of the Option that would remain unvested after the application of the accelerated vesting on Schedule I and Section 3 hereto. A "Change in Control" shall be deemed to have occurred if (i) any person, or any two or more persons acting as a group, and all affiliates of such person or persons (a "Group") who prior to such time beneficially owned less than 50% of the then outstanding capital stock of the Company shall acquire shares of the Company's capital stock in one or more transactions or series of transactions, including by merger, and after such transaction or transactions such person or Group and affiliates beneficially own 50% or more of the Company's outstanding capital stock, or (ii) the Company shall sell all or substantially all of its assets to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% of the then outstanding capital stock of the Company. (b) Upon dissolution or liquidation of the Company, the Option shall terminate, but the Employee shall have the right, immediately prior to such dissolution or liquidation, to exercise any then vested Options. (c) No fraction of a share of Common Stock shall be purchasable or deliverable upon the exercise of the Option, but in the event any adjustment hereunder of the number of shares covered by the Option shall cause such number to include a fraction of a share, such fraction shall be adjusted to the nearest smaller whole number of shares.

Adjustments Upon Changes in Capitalization. (a) In The shares with respect to which the event that the outstanding option granted hereby is granted are shares of the Common Stock as constituted on the date of this Agreement, but if and whenever, prior to the delivery by the Corporation of all of the Company are changed into shares of Common Stock with respect to which this option is granted, the Corporation shall effect a subdivision or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination consolidation of shares, or dividends payable other capital readjustment, or the payment of a stock dividend, or other increase or decrease of the number of shares of Common Stock outstanding, without receiving compensation therefor in capital stockmoney, appropriate services or property, then (i) in the event of any increase in the number of such shares outstanding, the number of shares of Common Stock then remaining subject to option hereunder shall be proportionately increased (except that any fraction of a share resulting from any such adjustment shall be made excluded from the operation of this Agreement), and the cash consideration payable per share shall be proportionately reduced, and (ii) in the event of a reduction in the number and kind of Sharessuch shares outstanding, the number of shares of Common Stock then remaining subject to option hereunder shall be proportionately reduced (except that any fractional shares resulting from any such adjustment shall be excluded from the operation of this Agreement), and the Exercise Price therefor, as to which the Option, to the extent not theretofore exercised, cash consideration payable per share shall be exercisable. In addition, unless otherwise determined by the Board in its sole discretion, in the case of a Change in Control (as hereinafter defined) of the Company, the purchaser(s) of the Company's assets or stock may, in his, her or its discretion, deliver to the Employee, to the extent that the right to purchase Shares under the Option has vested, the same kind of consideration (net of the Exercise Price for such Shares) that is delivered to the stockholders of the Company as a result of the Change in Control, or the Board may, in its sole determination, cancel the Option, to the extent not theretofore exercised, in exchange for consideration in cash or in kind, which consideration in either case shall be equal in value to the value of those shares of stock or other consideration the Employee would have received had the Option been exercised (to the extent it has vested and not been exercised) and no disposition of the shares acquired upon such exercise been made prior to the Change in Control, less the Exercise Price therefor. Upon receipt of such consideration by the Employee, the Option shall immediately terminate and be of no further force and effect, with respect to both vested and nonvested portions thereof. The value of the stock or other securities the Employee would have received if the Option had been exercised shall be determined in good faith by the Board. In addition, in the case of a Change in Control, the Board may, in its sole discretion, accelerate the vesting of all or any portion of the Option that would remain unvested after the application of the accelerated vesting on Schedule I and Section 3 hereto. A "Change in Control" shall be deemed to have occurred if (i) any person, or any two or more persons acting as a group, and all affiliates of such person or persons (a "Group") who prior to such time beneficially owned less than 50% of the then outstanding capital stock of the Company shall acquire shares of the Company's capital stock in one or more transactions or series of transactions, including by merger, and after such transaction or transactions such person or Group and affiliates beneficially own 50% or more of the Company's outstanding capital stock, or (ii) the Company shall sell all or substantially all of its assets to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% of the then outstanding capital stock of the Companyproportionately increased. (b) Upon In the event of (i) any merger of one or more other corporations with the Corporation or any consolidation of the Corporation and one or more other corporations in which the Corporation is not the surviving or resulting corporation or (ii) any merger of one or more other corporations with the Corporation or any consolidation of the Corporation and one or more other corporations in which the Corporation shall be the surviving or resulting corporation and the then issued and outstanding shares of Common Stock shall be converted into and/or exchanged for cash and/or any securities of any other corporation, then, in any such case and without the need for any further action by the Corporation or its stockholders, this Agreement and the option granted hereby shall terminate as of the effective time of the merger or consolidation and thereupon be of no force or effect, and the holder hereof shall, at no additional cost, be entitled solely to receive (at such effective time and otherwise in the form and manner provided by the terms of the agreement of merger or consolidation) an amount of the consideration payable under the terms of such agreement equal to the excess of (i) the aggregate consideration (valued in accordance with the terms thereof) to which the holder hereof would have been entitled pursuant to the terms of such agreement if, immediately prior to such effective time, the holder hereof had been the holder of record of a number of shares of Common Stock equal to the aggregate number of shares of Common Stock as to which this Agreement was exercisable immediately prior to such effective time over (ii) the aggregate exercise price payable hereunder with respect to such number of shares. In the event of any other merger or consolidation in which the Corporation is the surviving or resulting corporation, this Agreement and the option granted hereby shall remain in full force and effect in accordance with its terms. In the event of any dissolution or liquidation of the CompanyCorporation, this Agreement and the Option option granted hereby shall terminate, but the Employee shall have the right, immediately prior to such dissolution terminate and thereupon be of no force or liquidation, to exercise any then vested Optionseffect. (c) No fraction of a share of Common Stock shall be purchasable or deliverable upon the exercise of the Option, but in the event any adjustment hereunder of the number of shares covered by the Option shall cause such number to include a fraction of a share, such fraction shall be adjusted to the nearest smaller whole number of shares.

Adjustments Upon Changes in Capitalization. (a) In the event that the outstanding shares of the Common Stock of the Company Shares are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of shares, or dividends payable in capital stock, appropriate adjustment shall be made in the number and kind of Sharesshares, and the Exercise Price therefor, as to which the Option, to the extent not theretofore exercised, shall be exercisable. In addition, unless . (b) Unless otherwise determined by the Board Committee in its sole discretion, in the case of a Change in Control (as hereinafter defined) of the Company, the purchaser(s) of the Company's ’s assets or stock may, in his, her or its discretion, deliver to the EmployeeOptionee, to the extent that the right to purchase Shares under the Option has vestedbecome exercisable, the same kind of consideration (net of the Exercise Price for such Shares) that is delivered to the stockholders of the Company as a result of the Change in Control, or the Board Committee may, in its sole determination, cancel the Option, to the extent not theretofore exercised, in exchange for consideration in cash or in kind, which consideration in either case shall be equal in value to the value of those shares of stock or other consideration the Employee Optionee would have received had the Option been exercised (to the extent it the Option has vested and become exercisable but not been exercised) and no disposition of the shares Shares acquired upon such exercise been made prior to the Change in Control, less the Exercise Price therefor. Upon receipt of such consideration by the EmployeeOptionee, the Option shall immediately terminate and be of no further force and effect, with respect to both vested exercisable and nonvested unexercisable portions thereof. The value of the stock or other securities the Employee Optionee would have received if the Option had been exercised shall be determined in good faith by the Board. In addition, in the case of a Change in Control, the Board may, in its sole discretion, accelerate the vesting of all or any portion of the Option that would remain unvested after the application of the accelerated vesting on Schedule I and Section 3 hereto. A "Change in Control" shall be deemed to have occurred if (i) any person, or any two or more persons acting as a group, and all affiliates of such person or persons (a "Group") who prior to such time beneficially owned less than 50% of the then outstanding capital stock of the Company shall acquire shares of the Company's capital stock in one or more transactions or series of transactions, including by merger, and after such transaction or transactions such person or Group and affiliates beneficially own 50% or more of the Company's outstanding capital stock, or (ii) the Company shall sell all or substantially all of its assets to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% of the then outstanding capital stock of the CompanyCommittee. (bc) Upon dissolution or liquidation of the Company, the Option shall terminate, but the Optionee (if at such time an Employee or consultant) shall have the right, immediately prior to such filing of a certificate of dissolution or liquidation, to exercise any then vested exercisable Options. (cd) No fraction of a share of Common Stock Share shall be purchasable or deliverable upon the exercise of the Option, but in the event any adjustment hereunder of the number of shares covered by the Option shall cause such number to include a fraction of a share, such fraction shall be adjusted to the nearest smaller whole number of shares.

Adjustments Upon Changes in Capitalization. (a) In the event that the outstanding shares of the Common Stock of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of shares, or dividends payable in capital stock, appropriate adjustment shall be made in the number and kind of Shares, and the Exercise Price therefor, as to which the Option, to the extent not theretofore exercised, shall be exercisable. In addition, unless otherwise determined by the Board in its sole discretion, in the case of a Change in Control (as hereinafter defined) of the Company, the purchaser(s) of the Company's assets or stock may, in his, her or its discretion, deliver to the Employee, to the extent that the right to purchase Shares under the Option has vested, the same kind of consideration (net of the Exercise Price for such Shares) that is delivered to the stockholders of the Company as a result of the Change in Control, or the Board may, in its sole determination, cancel the Option, to the extent not theretofore exercised, in exchange for consideration in cash or in kind, which consideration in either case shall be equal in value to the value of those shares of stock or other consideration the Employee would have received had the Option been exercised (to the extent it has vested and not been exercised) and no disposition of the shares acquired upon such exercise been made prior to the Change in Control, less the Exercise Price therefor. Upon receipt of such consideration by the Employee, the Option shall immediately terminate and be of no further force and effect, with respect to both vested and nonvested portions thereof. The value of the stock or other securities the Employee would have received if the Option had been exercised shall be determined in good faith by the Board. In addition, in the case of a Change in Control, the Board may, in its sole discretion, accelerate the vesting of If all or any portion of the Option that would remain unvested after is exercised subsequent to any stock dividend, split-up, capitalization, combination or exchange of shares, merger, consolidation, acquisition of property or stock, separation, reorganization, or other similar change or transaction of or by the application COMPANY, as a result of which shares of any class shall be issued in respect of outstanding shares of the accelerated vesting on Schedule I and Section 3 hereto. A "Change in Control" class covered by the Option or shares of the class covered by the Option shall be deemed to have occurred if (i) any personchanged into the same or a different number of shares of the same or another class or classes, or any two or more persons acting as a group, and all affiliates of such the person or persons (a "Group") who prior to so exercising such time beneficially owned less than 50% of the then outstanding capital stock of the Company shall acquire shares of the Company's capital stock in one or more transactions or series of transactions, including by merger, and after such transaction or transactions such person or Group and affiliates beneficially own 50% or more of the Company's outstanding capital stock, or (ii) the Company shall sell all or substantially all of its assets to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% of the then outstanding capital stock of the Company. (b) Upon dissolution or liquidation of the Company, the an Option shall terminatereceive, but for the Employee shall have the right, immediately prior to aggregate option price payable upon such dissolution or liquidation, to exercise any then vested Options. (c) No fraction of a share of Common Stock shall be purchasable or deliverable upon the exercise of the Option, but the aggregate number and class of shares equal to the number and class of shares he or she would have had on the date of exercise had the shares been purchased for the same aggregate price at the date the Option was granted and had not been disposed of, taking into consideration any such stock dividend, split-up, recapitalization, combination or exchange of shares, merger, consolidation, acquisition of property or stock, separation, reorganization, or other similar change or transaction; provided, however, that no fractional share shall be issued upon any such exercise, and the aggregate price paid shall be appropriately reduced on account of any fractional share not issued. Provided, however, any shares which are issued at or about this option price or pursuant to a warrant or options whose exercise price is at or above the exercise price provided in the event any agreement shall not be considered to be diluted for the purpose of this agreement and no adjustment hereunder of the number of shares covered by the Option shall cause such number to include a fraction of a share, such fraction shall will be adjusted to the nearest smaller whole number of sharesmade.

Adjustments Upon Changes in Capitalization. (a) In the event that the outstanding shares of the Common Stock of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of shares, or dividends payable in capital stock, appropriate adjustment shall be made in the number and kind of the Shares, and the Exercise Price therefortherefore, as to which the Option, to the extent not theretofore exercised, shall be exercisable. In addition, unless otherwise determined by the Board in its sole discretion, in the case of a Change in Control (as hereinafter defined) of the Company, the purchaser(s) purchaser of the Company's ’s assets or stock may, in his, her or its discretion, deliver to the Employee, to the extent that the right to purchase Shares under the Option has vested, Optionee the same kind of consideration (net of the Exercise Price for such Shares) that is delivered to the stockholders of the Company as a result of the Change in Control, or the Board may, in its sole determination, cancel the Option, to the extent not theretofore exercised, in exchange for consideration in cash or in kind, which consideration in either case shall be equal in value to the value of those shares of stock or other consideration the Employee Optionee would have received had the Option been exercised (to the extent it has vested and not been exercised) and no disposition of the shares acquired upon such exercise had been made prior to the Change in Control, less the Exercise Price therefortherefore. Upon receipt of such consideration by the EmployeeOptionee, the Option shall immediately terminate and be of no further force and effect, with respect to both vested and nonvested portions thereof. The value of the stock or other securities the Employee Optionee would have received if the Option had been exercised shall be determined in good faith by the Board. In addition, in the case of a A “Change in Control, the Board may, in its sole discretion, accelerate the vesting of all or any portion of the Option that would remain unvested after the application of the accelerated vesting on Schedule I and Section 3 hereto. A "Change in Control" ” shall be deemed to have occurred if (i) any person, or any two or more persons acting as a group, and all affiliates of such person or persons (a "“Group"”) who prior to such time beneficially owned less than 50% of the then outstanding capital stock of the Company shall acquire shares of the Company's ’s capital stock in one or more transactions or series of transactions, including by merger, and after such transaction or transactions such person or Group and affiliates beneficially own 50% or more of the Company's ’s outstanding capital stock, or (ii) the Company shall sell all or substantially all of its assets to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% of the then outstanding capital stock of the Company. (b) Upon dissolution or liquidation of the Company, the Option shall terminate, but the Employee Optionee shall have the right, immediately prior to such dissolution or liquidation, to exercise any then vested Optionsthe Option. (c) No fraction of a share of Common Stock shall be purchasable or deliverable upon the exercise of the Option, but in the event any adjustment hereunder of the number of shares covered by the Option shall cause such number to include a fraction of a share, such fraction shall be adjusted to the nearest smaller whole number of shares.

Adjustments Upon Changes in Capitalization. (a) In the event that the outstanding shares of the Common Stock of the Company Shares are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of shares, or dividends payable in capital stock, appropriate adjustment shall be made in the number and kind of Sharesshares, and the Exercise Price therefor, as to which the Option, to the extent not theretofore exercised, shall be exercisable. In addition, unless . (b) Unless otherwise determined by the Board Committee in its sole discretion, in the case event of a Change in Control (as hereinafter defined) of the Company, the purchaser(s) of the Company's assets or stock may, in his, her or its discretion, deliver to the Employee, to the extent that the right to purchase Shares under the Option has vested, Optionee the same kind of consideration (net of the Exercise Price for such Shares) that is delivered to the stockholders of the Company as a result of the Change in Control, or the Board Committee may, in its sole determinationdiscretion, cancel the Option, to the extent not theretofore exercised, in exchange for consideration in cash or in kind, which consideration in either case shall be equal in value to the value of those shares of stock or other consideration the Employee Optionee would have received had the Option been exercised (to the extent it the Option has vested and not been exercised) and no disposition of the shares Shares acquired upon such exercise been made prior to the Change in Control, less the Exercise Price therefor. Upon receipt of such consideration by the EmployeeOptionee, the Option shall immediately terminate and be of no further force and effect, with respect to both vested and nonvested portions thereof. The value of the stock or other securities the Employee Optionee would have received if the Option had been exercised shall be determined in good faith by the Board. In addition, in the case of a Change in Control, the Board may, in its sole discretion, accelerate the vesting of all or any portion of the Option that would remain unvested after the application of the accelerated vesting on Schedule I and Section 3 heretoCommittee. A "Change in Control" shall be deemed to have occurred if (i) any person, or any two or more persons acting as a group, and all affiliates of such person or persons (a "Group") who prior to such time beneficially owned less than 50% of the then outstanding capital stock of the Company shall acquire shares of the Company's capital stock in one or more transactions or series of transactions, including by merger, and after such transaction or transactions such person or Group and affiliates beneficially own 50% or more of the Company's outstanding capital stock, or (ii) the Company shall sell all or substantially all of its assets to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% a majority of the then outstanding capital stock of the Company. (bc) Upon dissolution or liquidation of the Company, the Option shall terminate, but the Optionee (if at such time still an Employee or Consultant) shall have the right, immediately prior to such the filing of a certificate of dissolution or liquidation, to exercise any then vested Optionsthe Option. (cd) No fraction of a share of Common Stock Share shall be purchasable or deliverable upon the exercise of the Option, but in the event any adjustment hereunder of the number of shares covered by the Option shall cause such number to include a fraction of a share, such fraction shall be adjusted to the nearest smaller whole number of shares.

Adjustments Upon Changes in Capitalization. (a) In the event that the outstanding shares of the 8 Common Stock of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of shares, shares or dividends payable in capital stock, appropriate adjustment adjustments shall be made in the number and kind of Shares, and the Exercise Price therefor, shares as to which the Optionoutstanding options or portions thereof then unexercised shall be exercisable, to the extent not theretofore exercised, end that the proportionate interest of the Optionee shall be exercisablemaintained as before the occurrence of such event. In addition, unless otherwise determined by the Board Such adjustment in its sole discretion, outstanding options shall be made without change in the case of a Change in Control (as hereinafter defined) of the Company, the purchaser(s) of the Company's assets or stock may, in his, her or its discretion, deliver total price applicable to the Employee, to the extent that the right to purchase Shares under the Option has vested, the same kind of consideration (net of the Exercise Price for such Shares) that is delivered to the stockholders of the Company as a result of the Change in Control, or the Board may, in its sole determination, cancel the Option, to the extent not theretofore exercised, in exchange for consideration in cash or in kind, which consideration in either case shall be equal in value to the value of those shares of stock or other consideration the Employee would have received had the Option been exercised (to the extent it has vested and not been exercised) and no disposition of the shares acquired upon such exercise been made prior to the Change in Control, less the Exercise Price therefor. Upon receipt unexercised portion of such consideration by the Employee, the Option shall immediately terminate options and be of no further force and effect, with respect to both vested and nonvested portions thereof. The value of the stock or other securities the Employee would have received if the Option had been exercised shall be determined in good faith by the Board. In addition, a corresponding adjustment in the case of a Change in Control, the Board may, in its sole discretion, accelerate the vesting of all or any portion of the Option that would remain unvested after the application of the accelerated vesting on Schedule I and Section 3 hereto. A "Change in Control" shall be deemed to have occurred if (i) any person, or any two or more persons acting as a group, and all affiliates of such person or persons (a "Group") who prior to such time beneficially owned less than 50% of the then outstanding capital stock of the Company shall acquire shares of the Company's capital stock in one or more transactions or series of transactions, including by merger, and after such transaction or transactions such person or Group and affiliates beneficially own 50% or more of the Company's outstanding capital stock, or (ii) the Company shall sell all or substantially all of its assets to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% of the then outstanding capital stock of the Companyoption price per share. (b) Upon any sale of all or substantially all of the assets of the Company, or upon any merger, consolidation or tender offer in respect of which the stockholders holding all of the Company's outstanding voting securities immediately prior to the consummation thereof hold less than 50% of all of the Company's outstanding voting securities immediately after such consummation (each of the foregoing sale, merger, consolidation or tender offer hereinafter called an "Acquisition"), then the date upon which all then outstanding options granted under the Plan become fully vested and exercisable shall be automatically accelerated to occur immediately prior to the consummation of such Acquisition; provided, however, that any such then 9 outstanding options which are not thereupon exercised in full immediately prior to the consummation of such Acquisition shall thereupon terminate. (c) In the event of a recapitalization or reorganization of the Company (other than a transaction described in subsections 5(a) and (b) above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, the Optionee upon exercising this option shall be entitled to receive for the purchase price paid upon such exercise the securities he or she would have received if he or she had exercised such option prior to such recapitalization or reorganization. In the event of the proposed dissolution or liquidation of the Company, the Option shall terminate, but the Employee shall have the right, option will terminate immediately prior to the consummation of such dissolution proposed action or liquidation, at such other time and subject to exercise any then vested Options. (c) No fraction of a share of Common Stock such other conditions as shall be purchasable determined by the Committee. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or deliverable upon securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the exercise number or price of shares subject to the option. No adjustments shall be made for dividends paid in cash or in property other than securities of the Option, but in the event any adjustment hereunder of the number of Company. No fractional shares covered by the Option shall cause such number to include a fraction of a share, such fraction shall be adjusted issued and the Optionee shall receive from the Company cash in lieu of such fractional shares. The Committee or the Successor Board 10 shall determine the specific adjustments to be made under this Section 5 and, subject to the nearest smaller whole number of sharesPlan, its determination shall be conclusive.

Adjustments Upon Changes in Capitalization. (a) In the event that the outstanding shares of the Common Stock of the Company Units are changed into or exchanged for a different number or kind of shares units or other securities of the Company or of another corporation entity by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of sharesunits, or dividends payable in capital stock, the Committee shall make appropriate adjustment shall be made in the number and kind of Sharesunits, and the Exercise Price therefor, as to which the Option, to the extent not theretofore exercised, shall be exercisable. . (b) In additionconnection with a Liquidity Event, unless otherwise determined by and without limiting the Board in its sole discretionprovisions of Sections 4(d) and 5(d), the Company may, in the case of a Change in Control (as hereinafter defined) sole discretion of the Company, the purchaser(s) of the Company's assets or stock may, in his, her or its discretionBoard, deliver to the EmployeeOptionee, to the extent that the right to purchase Shares Units under the Option has vestedvested and is exercisable, the same kind of consideration (net of the Exercise Price for such SharesUnits) that is delivered to the stockholders Unitholders of the Company as a result of the Change in Controlsuch Liquidity Event, or the Board may, in its sole determinationdiscretion, cancel the Option, to the extent not theretofore thereto for exercised, in exchange for cash consideration in cash or in kind, which consideration in either case shall be an amount equal in value to the value of those shares of stock securities or other consideration the Employee Optionee would have received had the Option been exercised (to the extent it has vested and is exercisable and has not been exercised) and no disposition of the shares acquired upon such exercise been made prior to the Change in Control), less the Exercise Price therefor. Upon the Optionee’s receipt of such consideration by the Employeeconsideration, the Option shall immediately terminate and be of no further force and or effect, with respect to both whether vested and nonvested portions thereofor not. The value of the stock securities or other securities consideration the Employee Optionee would have received if the Option had been exercised and the value of any consideration exchanged for an Option shall be determined in good faith by the Board. In additionWithout limiting the foregoing, payment of any consideration pursuant to this Section 9(b) may be made in the case of a Change in Control, the Board may, in its sole discretion, accelerate the vesting of all or any portion of the Option that would remain unvested after the application of the accelerated vesting on Schedule I and Section 3 hereto. A "Change in Control" shall be deemed to have occurred if (i) any person, or any two or more persons acting as a group, and all affiliates of such person or persons (a "Group") who prior to such time beneficially owned less than 50% of the then outstanding capital stock of the Company shall acquire shares of the Company's capital stock in one or more transactions or series of transactions, including by merger, and after such transaction or transactions such person or Group and affiliates beneficially own 50% or more of the Company's outstanding capital stock, or (ii) the Company shall sell all or substantially all of its assets to any Group which, immediately prior cash to the time Optionee if the Optionee is not an accredited investor within the meaning of such transaction, beneficially owned less than 50% of Regulation D under the then outstanding capital stock of the CompanySecurities Act. (bc) Upon the dissolution or liquidation of the Company, the Option shall terminate, but the Employee Optionee (if at such time in the employ the Company or any of its subsidiaries) shall have the right, immediately prior to such dissolution or liquidation, to exercise any then Options that have vested Optionsand are exercisable. (c) No fraction of a share of Common Stock shall be purchasable or deliverable upon the exercise of the Option, but in the event any adjustment hereunder of the number of shares covered by the Option shall cause such number to include a fraction of a share, such fraction shall be adjusted to the nearest smaller whole number of shares.

Adjustments Upon Changes in Capitalization. (a) In The number of Shares of Common Stock covered by this Option, as well as the event that exercise price per Share, shall be proportionately adjusted for any increase or decrease in the number of outstanding shares Shares of the Common Stock of the Company are changed into or exchanged for resulting from a different number or kind of shares or other securities stock split, reverse In the event of the Company or of another corporation by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of shares, or dividends payable in capital stock, appropriate adjustment shall be made in the number and kind of Shares, and the Exercise Price therefor, as to which the Option, to the extent not theretofore exercised, shall be exercisable. In addition, unless otherwise determined by the Board in its sole discretion, in the case of a Change in Control (as hereinafter defined) of the Company, the purchaser(s) of the Company's assets or stock may, in his, her or its discretion, deliver to the Employee, to the extent that the right to purchase Shares under the Option has vested, the same kind of consideration (net of the Exercise Price for such Shares) that is delivered to the stockholders of the Company as a result of the Change in Control, or the Board may, in its sole determination, cancel the Option, to the extent not theretofore exercised, in exchange for consideration in cash or in kind, which consideration in either case shall be equal in value to the value of those shares of stock or other consideration the Employee would have received had the Option been exercised (to the extent it has vested and not been exercised) and no disposition of the shares acquired upon such exercise been made prior to the Change in Control, less the Exercise Price therefor. Upon receipt of such consideration by the Employee, the Option shall immediately terminate and be of no further force and effect, with respect to both vested and nonvested portions thereof. The value of the stock or other securities the Employee would have received if the Option had been exercised shall be determined in good faith by the Board. In addition, in the case of a Change in Control, the Board may, in its sole discretion, accelerate the vesting of all or any portion of the Option that would remain unvested after the application of the accelerated vesting on Schedule I and Section 3 hereto. A "Change in Control" shall be deemed to have occurred if (i) any person, or any two or more persons acting as a group, and all affiliates of such person or persons (a "Group") who prior to such time beneficially owned less than 50% of the then outstanding capital stock of the Company shall acquire shares of the Company's capital stock in one or more transactions or series of transactions, including by merger, and after such transaction or transactions such person or Group and affiliates beneficially own 50% or more of the Company's outstanding capital stock, or (ii) the Company shall sell all or substantially all of its assets to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% of the then outstanding capital stock of the Company. (b) Upon proposed dissolution or liquidation of the Company, this Option will terminate immediately prior to consummation of such proposed action, unless otherwise provided by the Board. The Board may, in the exercise of its sole discretion in such instances, declare that this Option shall terminate as of the date fixed by the Board and give the Optionee the right to exercise this Option as to all or any part of the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable. In the event of a proposed sale of all or substantially all of the assets of the Company to any person or entity, or a merger or consolidation to which the Company is a party if the persons who were shareholders immediately prior to the effective date of such merger or consolidation have beneficial ownership of less than fifty percent (50%) of the total combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation, then this option shall be assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless the board determines, in the exercise of its sole discretion and in lieu of such assumption or substitution, that the Optionee shall have the right to exercise this Option as to all of the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable. If the Board makes this Option fully exercisable in lieu of assumption or substitution as a result of any such event, the Board shall notify the Optionee that the Option shall terminate, but be fully exercisable for a period of thirty (30) days from the Employee shall have the right, immediately date of such notice and prior to the effective date of any such dissolution or liquidationevent, to exercise any then vested Options. (c) No fraction of a share of Common Stock shall be purchasable or deliverable and this Option will terminate upon the exercise expiration of the Option, but in the event any adjustment hereunder of the number of shares covered by the Option shall cause such number to include a fraction of a share, such fraction shall be adjusted to the nearest smaller whole number of sharesperiod.

Adjustments Upon Changes in Capitalization. (a) In Subject to any required action by the event that the outstanding shares shareholders of the Common Stock of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of any reorganizationCompany, merger, consolidation, recapitalization, reclassification, stock split-up, combination of shares, or dividends payable in capital stock, appropriate adjustment shall be made in the number and kind of Shares, and the Exercise Price therefor, as to which the Option, to the extent not theretofore exercised, Shares covered by this Award shall be exercisable. In additionproportionately adjusted for any increase or decrease in the number or kind of issued shares resulting from a stock split, unless otherwise determined reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Board in its sole discretionCompany; provided, in the case however, that conversion of a Change in Control (as hereinafter defined) of the Company, the purchaser(s) of the Company's assets or stock may, in his, her or its discretion, deliver to the Employee, to the extent that the right to purchase Shares under the Option has vested, the same kind of consideration (net of the Exercise Price for such Shares) that is delivered to the stockholders any convertible securities of the Company as a result of the Change in Control, or the Board may, in its sole determination, cancel the Option, to the extent shall not theretofore exercised, in exchange for consideration in cash or in kind, which consideration in either case shall be equal in value to the value of those shares of stock or other consideration the Employee would have received had the Option been exercised (to the extent it has vested and not been exercised) and no disposition of the shares acquired upon such exercise been made prior to the Change in Control, less the Exercise Price therefor. Upon receipt of such consideration by the Employee, the Option shall immediately terminate and be of no further force and effect, with respect to both vested and nonvested portions thereof. The value of the stock or other securities the Employee would have received if the Option had been exercised shall be determined in good faith by the Board. In addition, in the case of a Change in Control, the Board may, in its sole discretion, accelerate the vesting of all or any portion of the Option that would remain unvested after the application of the accelerated vesting on Schedule I and Section 3 hereto. A "Change in Control" shall be deemed to have occurred if (i) been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any personclass, or securities convertible into shares of stock of any two or more persons acting as a groupclass, shall affect, and all affiliates no adjustment by reason thereof shall be made with respect to, the number of such person or persons (a "Group") who prior to such time beneficially owned less than 50% of the then outstanding capital stock of the Company shall acquire shares of the Company's capital stock in one or more transactions or series of transactions, including by merger, and after such transaction or transactions such person or Group and affiliates beneficially own 50% or more of the Company's outstanding capital stock, or (ii) the Company shall sell all or substantially all of its assets Common Stock subject to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% of the then outstanding capital stock of the Companythis Award. (b) Upon In the event of the proposed dissolution or liquidation of the Company, the Option Administrator shall terminatenotify the Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised or the Shares subject thereto issued to the Participant and unless otherwise determined by the Administrator, but the Employee shall have the right, this Award will terminate immediately prior to the consummation of such dissolution or liquidation, to exercise any then vested Optionsproposed transaction. (c) No fraction of In the event there is a share of Common Stock shall be purchasable or deliverable upon the exercise Change in Control of the OptionCompany, but as determined by the Board or a Committee, the Board or Committee may, in its discretion, (i) provide for the event assumption or substitution of, or adjustment to, this Award; (ii) accelerate the vesting and terminate any adjustment hereunder restrictions subject to this Award; and/or (iii) provide for termination of this Award as a result of the number Change of shares covered by Control on such terms and conditions as it deems appropriate, including provide for the Option shall cause such number to include cancellation of this Award for a fraction of a share, such fraction shall be adjusted cash payment to the nearest smaller whole number of sharesParticipant.

Adjustments Upon Changes in Capitalization. (a) In the event that the outstanding shares of the Common Stock of the Company Shares are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of shares, or dividends payable in capital stock, appropriate adjustment shall be made in the number and kind of Sharesshares, and the Exercise Price therefor, as to which the Option, to the extent not theretofore exercised, shall be exercisable. In addition, unless . (b) Unless otherwise determined by the Board Committee in its sole discretion, in the case event of a Change in Control (as hereinafter defined) of the Company, the purchaser(s) of the Company's assets or stock may, in his, her or its discretion, deliver to the EmployeeOptionee, to the extent that the right to purchase Shares under the Option has vestedbecome exercisable, the same kind of consideration (net of the Exercise Price for such Shares) that is delivered to the stockholders of the Company as a result of the Change in Control, or the Board Committee may, in its sole determinationdiscretion, cancel the Option, to the extent not theretofore exercised, in exchange for consideration in cash or in kind, which consideration in either case shall be equal in value to the value of those shares of stock or other consideration the Employee Optionee would have received had the Option been exercised (to the extent it the Option has vested and become exercisable but not been exercised) and no disposition of the shares Shares acquired upon such exercise been made prior to the Change in Control, less the Exercise Price therefor. Upon receipt of such consideration by the EmployeeOptionee, the Option shall immediately terminate and be of no further force and effect, with respect to both vested exercisable and nonvested unexercisable portions thereof. The value of the stock or other securities the Employee Optionee would have received if the Option had been exercised shall be determined in good faith by the BoardCommittee. In addition, in the case event of a Change in Control, the Board Committee may, in its sole discretion, accelerate the vesting exercisability of all or any portion of the Option that would remain unvested unexercisable after the application of the accelerated vesting exercisability on Schedule I hereto and Section 3 heretohereof. A "Change in Control" shall be deemed to have occurred if (i) any person, or any two or more persons acting as a group, and all affiliates of such person or persons (a "Group") who prior to such time beneficially owned less than 50% of the then outstanding capital stock of the Company shall acquire shares of the Company's capital stock in one or more transactions or series of transactions, including by merger, and after such transaction or transactions such person or Group and affiliates beneficially own 50% or more of the Company's outstanding capital stock, or (ii) the Company shall sell all or substantially all of its assets to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% a majority of the then outstanding capital stock of the Company. (bc) Upon dissolution or liquidation of the Company, the Option shall terminate, but the Optionee (if at such time still an Employee or Consultant) shall have the right, immediately prior to such the filing of a certificate of dissolution or liquidation, to exercise any then vested exercisable Options. (cd) No fraction of a share of Common Stock Share shall be purchasable or deliverable upon the exercise of the Option, but in the event any adjustment hereunder of the number of shares covered by the Option shall cause such number to include a fraction of a share, such fraction shall be adjusted to the nearest smaller whole number of shares.

Adjustments Upon Changes in Capitalization. (a) In The aggregate number and class of shares of Common Stock covered by the event that Option and the price per share thereof (but not the total price) shall be proportionately adjusted for any increase or decrease in the number of outstanding shares of the Common Stock of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation issued by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of shares, or dividends payable in capital stock, appropriate adjustment shall be made in the number and kind of Shares, and the Exercise Price therefor, as to which the Option, to the extent not theretofore exercised, shall be exercisable. In addition, unless otherwise determined by the Board in its sole discretion, in the case of a Change in Control (as hereinafter defined) of the Company, the purchaser(s) of the Company's assets or stock may, in his, her or its discretion, deliver to the Employee, to the extent that the right to purchase Shares under the Option has vested, the same kind of consideration (net of the Exercise Price for such Shares) that is delivered to the stockholders of the Company as a result of the Change in Controla stock split, split-up or consolidation of shares or any like capital adjustment or reclassification of shares, or the Board may, in its sole determination, cancel the Option, to the extent not theretofore exercised, in exchange for consideration in cash or in kind, which consideration in either case shall be equal in value to the value payment of those shares of any stock or other consideration the Employee would have received had the Option been exercised (to the extent it has vested and not been exercised) and no disposition of the shares acquired upon such exercise been made prior to the Change in Control, less the Exercise Price therefor. Upon receipt of such consideration by the Employee, the Option shall immediately terminate and be of no further force and effect, with respect to both vested and nonvested portions thereof. The value of the stock or other securities the Employee would have received if the Option had been exercised shall be determined in good faith by the Board. In addition, in the case of a Change in Control, the Board may, in its sole discretion, accelerate the vesting of all or any portion of the Option that would remain unvested after the application of the accelerated vesting on Schedule I and Section 3 hereto. A "Change in Control" shall be deemed to have occurred if (i) any persondividend, or any two other similar increase or more persons acting as a group, and all affiliates decrease in the number of such person or persons (a "Group") who prior to such time beneficially owned less than 50% of the then outstanding capital stock of the Company shall acquire shares of the Company's capital stock in one or more transactions or series Common Stock, without receipt of transactions, including consideration by merger, and after such transaction or transactions such person or Group and affiliates beneficially own 50% or more of the Company's outstanding capital stock, or (ii) the Company shall sell all or substantially all of its assets to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% of the then outstanding capital stock of the Company. (b) Subject to any required action by its shareholders, if the Company shall be the surviving corporation in any merger or consolidation, except as otherwise provided below, the aggregate number of shares of Common Stock subject to the Option shall be adjusted so as to pertain and apply to the securities to which the Holder would have been entitled in such merger or consolidation had he exercised the Option prior to such merger or consolidation. (c) Upon the dissolution or liquidation of the Company or upon a merger or consolidation of the Company in a transaction in which all or substantially all of the shareholders of the Company receive cash, securities of another company or other consideration in exchange for their shares of Common Stock, whether or not the Company is the surviving corporation, or upon a sale of all or substantially all of the assets of the Company, the Option shall terminate, but the Employee shall have the rightHolder may, immediately prior to any such dissolution transaction exercise the Option, in whole or in part, as to the full number of shares which he or she would otherwise have been entitled to purchase during the remaining term of the Option irrespective of any vesting provisions herein. Notwithstanding the foregoing, the Company may elect not to permit the Holder to exercise the Option immediately prior to such event in accordance with the foregoing, but in lieu thereof the Company may, in its discretion and immediately prior to any such dissolution, liquidation, merger, consolidation or sale, substitute or cause to exercise be substituted a new option for the Option, such new option to be applicable to the stock of the surviving or acquiring corporation or any then vested Optionsof its affiliates and to be on terms no less favorable to the Holder than those contained in the Option. (cd) No fraction of a share of Common Stock Adjustments under this Section 6 shall be purchasable or deliverable upon made by the exercise Stock Option Committee ("Committee") of the Option, but in the event any adjustment hereunder Board of the number of shares covered by the Option shall cause such number Directors whose determination as to include a fraction of a share, such fraction adjustments shall be adjusted to the nearest smaller whole number of sharesfinal, binding and conclusive.

Adjustments Upon Changes in Capitalization. (a) In The shares with respect to which the event that the outstanding option granted hereby is granted are shares of the Common Stock as constituted on the date of this Agreement, but if and whenever, prior to the delivery by the Corporation of all of the Company are changed into shares of Common Stock with respect to which this option is granted, the Corporation shall effect a subdivision or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination consolidation of shares, or dividends payable other capital readjustment, or the payment of a stock dividend, or other increase or decrease of the number of shares of Common Stock outstanding, without receiving compensation therefor in capital stockmoney, appropriate services or property, then (i) in the event of any increase in the number of such shares outstanding, the number of shares of Common Stock then remaining subject to option hereunder shall be proportionately increased (except that any fraction of a share resulting from any such adjustment shall be made excluded from the operation of this Agreement), and the cash consideration payable per share shall be proportionately reduced, and (ii) in the event of a reduction in the number and kind of Sharessuch shares outstanding, the number of shares of Common Stock then remaining subject to option hereunder shall be proportionately reduced (except that any fractional shares resulting from any such adjustment shall be excluded from the operation of this Agreement), and the Exercise Price therefor, as to which the Option, to the extent not theretofore exercised, cash consideration payable per share shall be exercisable. In addition, unless otherwise determined by the Board in its sole discretion, in the case of a Change in Control (as hereinafter defined) of the Company, the purchaser(s) of the Company's assets or stock may, in his, her or its discretion, deliver to the Employee, to the extent that the right to purchase Shares under the Option has vested, the same kind of consideration (net of the Exercise Price for such Shares) that is delivered to the stockholders of the Company as a result of the Change in Control, or the Board may, in its sole determination, cancel the Option, to the extent not theretofore exercised, in exchange for consideration in cash or in kind, which consideration in either case shall be equal in value to the value of those shares of stock or other consideration the Employee would have received had the Option been exercised (to the extent it has vested and not been exercised) and no disposition of the shares acquired upon such exercise been made prior to the Change in Control, less the Exercise Price therefor. Upon receipt of such consideration by the Employee, the Option shall immediately terminate and be of no further force and effect, with respect to both vested and nonvested portions thereof. The value of the stock or other securities the Employee would have received if the Option had been exercised shall be determined in good faith by the Board. In addition, in the case of a Change in Control, the Board may, in its sole discretion, accelerate the vesting of all or any portion of the Option that would remain unvested after the application of the accelerated vesting on Schedule I and Section 3 hereto. A "Change in Control" shall be deemed to have occurred if (i) any person, or any two or more persons acting as a group, and all affiliates of such person or persons (a "Group") who prior to such time beneficially owned less than 50% of the then outstanding capital stock of the Company shall acquire shares of the Company's capital stock in one or more transactions or series of transactions, including by merger, and after such transaction or transactions such person or Group and affiliates beneficially own 50% or more of the Company's outstanding capital stock, or (ii) the Company shall sell all or substantially all of its assets to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% of the then outstanding capital stock of the Companyproportionately increased. (b) Upon In the event of (i) any merger of one or more other corporations into the Corporation or any consolidation of the Corporation and one or more other corporations in which the Corporation is not the surviving or resulting corporation or (ii) any merger of one or more other corporations into the Corporation or any consolidation of the Corporation and one or more other corporations in which the Corporation shall be the surviving or resulting corporation and the then issued and outstanding shares of Common Stock shall be converted into and/or exchanged for cash and/or any securities of any other corporation, then, in any such case and without the need for any further action by the Corporation or its stockholders, this Agreement and the option granted hereby shall terminate as of the effective time of the merger or consolidation and thereupon be of no force or effect, and the holder hereof shall, at no additional cost, be entitled solely to receive (at such effective time and otherwise in the form and manner provided by the terms of the agreement of merger or consolidation) an amount of the consideration payable under the terms of such agreement equal to the excess of (i) the aggregate consideration (valued in accordance with the terms thereof) to which the holder hereof would have been entitled pursuant to the terms of such agreement if, immediately prior to such effective time, the holder hereof had been the holder of record of a number of shares of Common Stock equal to the aggregate number of shares of Common Stock as to which this Agreement was exercisable immediately prior to such effective time over (ii) the aggregate exercise price payable hereunder with respect to such number of shares. In the event of any other merger or consolidation in which the Corporation is the surviving or resulting corporation, this Agreement and the option granted hereby shall remain in full force and effect in accordance with its terms. In the event of any dissolution or liquidation of the CompanyCorporation, this Agreement and the Option option granted hereby shall terminate, but the Employee shall have the right, immediately prior to such dissolution terminate and thereupon be of no force or liquidation, to exercise any then vested Optionseffect. (c) No fraction of a share of Common Stock shall be purchasable or deliverable upon the exercise of the Option, but in the event any adjustment hereunder of the number of shares covered by the Option shall cause such number to include a fraction of a share, such fraction shall be adjusted to the nearest smaller whole number of shares.

Adjustments Upon Changes in Capitalization. (a) In the event that If the outstanding shares of the Common Stock of the Company are increased or decreased, or are changed into or are exchanged for a different number or kind of shares shares, as a result of one or other securities of the Company or of another corporation by reason of any reorganizationmore reorganizations, mergerrestructurings, consolidationrecapitalizations, recapitalization, reclassificationreclassifications, stock split-upsplits, combination of sharesreverse stock splits, stock dividends or dividends payable in capital stockthe like, appropriate adjustment shall be made in the number and and/or kind of Sharesshares, and the Exercise Price thereforper-share option price thereof, as to which the Option, to the extent not theretofore exercised, shall may be exercisable. In addition, unless otherwise determined by the Board in its sole discretion, issued in the case aggregate and to any Participant upon exercise of a Change in Control (as hereinafter defined) of the Company, the purchaser(s) of the Company's assets or stock may, in his, her or its discretion, deliver to the Employee, to the extent that the right to purchase Shares options granted under the Option has vested, the same kind of consideration (net of the Exercise Price for such Shares) that is delivered to the stockholders of the Company as a result of the Change in Control, or the Board may, in its sole determination, cancel the Option, to the extent not theretofore exercised, in exchange for consideration in cash or in kind, which consideration in either case shall be equal in value to the value of those shares of stock or other consideration the Employee would have received had the Option been exercised (to the extent it has vested and not been exercised) and no disposition of the shares acquired upon such exercise been made prior to the Change in Control, less the Exercise Price therefor. Upon receipt of such consideration by the Employee, the Option shall immediately terminate and be of no further force and effect, with respect to both vested and nonvested portions thereof. The value of the stock or other securities the Employee would have received if the Option had been exercised shall be determined in good faith by the Board. In addition, in the case of a Change in Control, the Board may, in its sole discretion, accelerate the vesting of all or any portion of the Option that would remain unvested after the application of the accelerated vesting on Schedule I and Section 3 hereto. A "Change in Control" shall be deemed to have occurred if (i) any person, or any two or more persons acting as a group, and all affiliates of such person or persons (a "Group") who prior to such time beneficially owned less than 50% of the then outstanding capital stock of the Company shall acquire shares of the Company's capital stock in one or more transactions or series of transactions, including by merger, and after such transaction or transactions such person or Group and affiliates beneficially own 50% or more of the Company's outstanding capital stock, or (ii) the Company shall sell all or substantially all of its assets to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% of the then outstanding capital stock of the CompanyPlan. (b) Upon In the event of the proposed dissolution or liquidation of the Company, each Offering Period will terminate immediately prior to the Option consummation of such proposed action, unless otherwise provided by the Committee. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each option under the Plan shall terminatebe assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, but unless the Employee Committee determines, in the exercise of its sole discretion and in lieu of such assumption or substitution, that the Participant shall have the right, immediately prior to such dissolution or liquidation, right to exercise any then vested Optionsthe option as to all of the optioned stock, including shares as to which the option would not otherwise be exercisable. If the Committee makes an option fully exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Committee shall notify the Participant that the option shall be fully exercisable for a period of thirty (30) days from the date of such notice, and the option will terminate upon the expiration of such period. (c) No fraction In all cases, the Committee shall have full discretion to exercise any of a share of Common Stock the powers and authority provided under this Section 15, and the Committee's actions hereunder shall be purchasable or deliverable upon final and binding on all Participants. No fractional shares of stock shall be issued under the exercise of the Option, but in the event Plan pursuant to any adjustment hereunder authorized under the provisions of the number of shares covered by the Option shall cause such number to include a fraction of a share, such fraction shall be adjusted to the nearest smaller whole number of sharesthis Section 15.

Adjustments Upon Changes in Capitalization. (a) In the event that the outstanding shares of the Common Stock of the Company are is changed into or exchanged for a different number or kind class of shares Stock or other securities of the Company or of another corporation entity by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of sharesStock, or dividends payable in capital stock, the Committee shall make appropriate adjustment shall be made in the number and kind Class of SharesStock, and the Exercise Price therefor, as to which the Option, to the extent not theretofore exercised, shall be exercisable. . (b) In additionconnection with a Liquidity Event, unless otherwise determined by and without limiting the Board in its sole discretionprovisions of Sections 4(d) and 5(d), the Company may, in the case of a Change in Control (as hereinafter defined) sole discretion of the Company, the purchaser(s) of the Company's assets or stock may, in his, her or its discretionBoard, deliver to the EmployeeOptionee, to the extent that the right to purchase Shares shares of the Stock under the Option has vestedvested and is exercisable, the same kind of consideration (net of the Exercise Price for such SharesStock) that is delivered to the stockholders Unitholders of the Company as a result of the Change in Controlsuch Liquidity Event, or the Board may, in its sole determinationdiscretion, cancel the Option, to the extent not theretofore thereto for exercised, in exchange for cash consideration in cash or in kind, which consideration in either case shall be an amount equal in value to the value of those shares of stock securities or other consideration the Employee Optionee would have received had the Option been exercised (to the extent it has vested and is exercisable and has not been exercised) and no disposition of the shares acquired upon such exercise been made prior to the Change in Control), less the Exercise Price therefor. Upon the Optionee’s receipt of such consideration by the Employeeconsideration, the Option shall immediately terminate and be of no further force and or effect, with respect to both whether vested and nonvested portions thereofor not. The value of the stock securities or other securities consideration the Employee Optionee would have received if the Option had been exercised and the value of any consideration exchanged for an Option shall be determined in good faith by the Board. In additionWithout limiting the foregoing, payment of any consideration pursuant to this Section 9(b) may be made in the case of a Change in Control, the Board may, in its sole discretion, accelerate the vesting of all or any portion of the Option that would remain unvested after the application of the accelerated vesting on Schedule I and Section 3 hereto. A "Change in Control" shall be deemed to have occurred if (i) any person, or any two or more persons acting as a group, and all affiliates of such person or persons (a "Group") who prior to such time beneficially owned less than 50% of the then outstanding capital stock of the Company shall acquire shares of the Company's capital stock in one or more transactions or series of transactions, including by merger, and after such transaction or transactions such person or Group and affiliates beneficially own 50% or more of the Company's outstanding capital stock, or (ii) the Company shall sell all or substantially all of its assets to any Group which, immediately prior cash to the time Optionee if the Optionee is not an accredited investor within the meaning of such transaction, beneficially owned less than 50% of Regulation D under the then outstanding capital stock of the CompanySecurities Act. (bc) Upon the dissolution or liquidation of the Company, the Option shall terminate, but the Employee Optionee (if at such time serving as a member of the Board of Directors of the Company) shall have the right, immediately prior to such dissolution or liquidation, to exercise any then Options that have vested Optionsand are exercisable. (c) No fraction of a share of Common Stock shall be purchasable or deliverable upon the exercise of the Option, but in the event any adjustment hereunder of the number of shares covered by the Option shall cause such number to include a fraction of a share, such fraction shall be adjusted to the nearest smaller whole number of shares.

Adjustments Upon Changes in Capitalization. (a) In the event that the outstanding shares of the Common Stock of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of shares, or dividends payable in capital stock, appropriate adjustment shall be made in the number and kind of Shares, and the Exercise Price therefor, as to which the Option, to the extent not theretofore exercised, shall be exercisable. In addition, unless otherwise determined by the Board in its sole discretion, in the case of a Change in Control (as hereinafter defined) of the Company, the purchaser(s) of the Company's ’s assets or stock may, in his, her or /her/its discretion, deliver to the Employee, to the extent that the right to purchase Shares under the Option has vested, the same kind of consideration (net of the Exercise Price for such Shares) that is delivered to the stockholders of the Company as a result of the Change in Control, or the Board may, in its sole determination, cancel the Option, to the extent not theretofore exercised, in exchange for consideration in cash or in kind, which consideration in either case shall be equal in value to the value of those shares of stock or other consideration the Employee would have received had the Option been exercised (to the extent it has vested and not been exercised) and no disposition of the shares acquired upon such exercise been made prior to the Change in Control, less the Exercise Price therefor. Upon receipt of such consideration by the Employee, the Option shall immediately terminate and be of no further force and effect, with respect to both vested and nonvested portions thereof. The value of the stock or other securities the Employee would have received if the Option had been exercised shall be determined in good faith by the Board. In addition, in the case of a Change in Control, the Board may, in its sole discretion, accelerate the vesting of all or any portion of the Option that would remain unvested after the application of the accelerated vesting on Schedule I and in Section 3 hereto. A "“Change in Control" ” shall be deemed to have occurred if (i) any person, or any two or more persons acting as a group, and all affiliates of such person or persons (a "“Group"”) who prior to such time beneficially owned less than 50% of the then outstanding capital stock of the Company shall acquire shares of the Company's ’s capital stock in one or more transactions or series of transactions, including by merger, and after such transaction or transactions such person or Group and affiliates beneficially own 50% or more of the Company's ’s outstanding capital stock, or (ii) the Company shall sell all or substantially all of its assets to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% of the then outstanding capital stock of the Company. (b) Upon dissolution or liquidation of the Company, the Option shall terminate, but the Employee shall have the right, immediately prior to such dissolution or liquidation, to exercise any then vested Options. (c) No fraction of a share of Common Stock shall be purchasable or deliverable upon the exercise of the Option, but in the event any adjustment hereunder of the number of shares covered by the Option shall cause such number to include a fraction of a share, such fraction shall be adjusted to the nearest smaller whole number of shares.