Common use of CESSATION OF BOARD SERVICE Clause in Contracts

CESSATION OF BOARD SERVICE. Should Optionee’s service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which this option may be exercised shall be reduced to a twelve (12)-month period measured from the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstanding, then (i) the personal representative of Optionee’s estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such right to exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from (commencing with the date of such cessation of Board service), but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier EARLIER of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during within the twelve (12)-month period following his or her cessation of Board service but while and hold this option is outstandingat the time of his or her death, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier EARLIER of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier EARLIER of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs Paragraph 6 and or 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s service as a Board member cease while this option remains outstanding, then the The option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with should any of the following provisionsprovisions become applicable: (ai) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which this option may be exercised shall be reduced to a remain exercisable until the earlier of (i) the expiration of the twelve (12)-month period measured from the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month period service or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (bii) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while holding this option is outstandingoption, then (i) the personal representative of Optionee’s estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) 's Beneficiary shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such right to exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon until the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (ciii) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall immediately vest in full so that this option may may, during the post-service exercise period, be exercised for any or all of the Option Shares as fully fully-vested shares of Common Stock at any time prior to Stock. (iv) Following Optionee's cessation of Board service, this option may not be exercised in the earlier aggregate for more than the number of (i) Option Shares in which Optionee was vested on the date of such cessation of Board service. Upon the expiration of the twelve (12)-month applicable exercise period measured from the date of Optionee’s cessation of Board service or (iiif earlier) upon the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon outstanding for any vested Option Shares for which the option has not been exercised. However, this option shall, immediately upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disabilityreason, this option shall immediately terminate and cease to be outstanding with respect to for any and all Option Shares shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 belowvested.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which this option may be exercised shall be reduced to a twelve three (12)-month 3)-year period measured from the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisabilityexercise period, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option in the aggregate for more than the number of Option Shares (if any) in for which Optionee the option is vested exercisable on the date of his or her Optionee's cessation of Board service. Upon the earlier EARLIER of (iA) the expiration of such twelve three (12)-month 3)-year period or (iiB) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested exercisable Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his cease service as a Board member by reason of death or her cessation of Board service but while Permanent Disability, then this option is outstanding, then shall automatically accelerate and become immediately exercisable for all the Option Shares at the time subject to this option so that Optionee (i) or the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to upon Optionee’s will or the laws of inheritance following Optionee’s 's death or to whom the option is transferred during Optionee’s 's lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (option, as the case may be) shall have the right to exercise this option for any or all of the those Option Shares in which Optionee is as fully-vested at the time shares of Optionee’s cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death)Common Stock. Any such right to exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, lapse upon the earlier EARLIER of (iA) the expiration of the twelve three (12)-month 3)-year period measured from the date of Optionee’s 's cessation of Board service or (iiB) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in for which Optionee the option is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 belowexercisable.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which this option may be exercised shall be reduced to a twelve three (12)-month 3)-year period measured from the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier EARLIER of (i) the expiration of such twelve three (12)-month 3)-year period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstanding, then (i) the personal representative of Optionee’s estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such right to exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier EARLIER of (i) the expiration of the twelve three (12)-month 3)-year period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (dc) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from (commencing with the date of such cessation of Board service), but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month 12)- month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while and hold this option is outstandingoption, at the time of his or her death, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month 12)- month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.the

CESSATION OF BOARD SERVICE. Should Optionee’s service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which this option may be exercised shall be reduced to a twelve (12)-month period measured from the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while and hold this option is outstandingat the time of his or her death, then (i) the personal representative of Optionee’s estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such right to exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s service as a Board member cease while this option remains outstanding, then the The option term specified in -------------------------- Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with should any of the following provisionsprovisions become applicable: (ai) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which this option may be exercised shall be reduced to a twelve (12)-month period measured from the date of such cessation of Board service, but in no event shall this option be remain exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon until the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstanding, then (i) the personal representative of Optionee’s estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such right to exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of ------- (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s such cessation of Board service or (ii) the specified Expiration Date. (cii) Should Optionee die while holding this option, then Optionee's Beneficiary shall have the right to exercise this option until the earlier of (i) the expiration of the twelve (12)-month period measured ------- from the date of Optionee's cessation of Board service or (ii) the Expiration Date. (iii) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall immediately vest in full so that this option may may, during the post-service exercise period, be exercised for any or all of the Option Shares as fully fully-vested shares of Common Stock at any time prior to Stock. (iv) Following Optionee's cessation of Board service, this option may not be exercised in the earlier aggregate for more than the number of (i) Option Shares in which Optionee was vested on the date of such cessation of Board service. Upon the expiration of the twelve (12)-month applicable exercise period measured from the date of Optionee’s cessation of Board service or (iiif earlier) upon the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon outstanding for any vested Option Shares for which the option has not been exercised. However, this option shall, immediately upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disabilityreason, this option shall immediately terminate and cease to be outstanding with respect to for any and all Option Shares shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 belowvested.

CESSATION OF BOARD SERVICE. Should Optionee’s service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which this option may be exercised shall be reduced to a twelve (12)-month one-year period measured from the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month one-year period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstanding, then (i) the personal representative of Optionee’s estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such right to exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month one-year period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (dc) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from (commencing with the date of such cessation of Board service), but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Optionee ceases service as a Board servicemember. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any Optionee (or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date personal representative of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule 's estate or the special vesting acceleration provisions of Paragraphs 6 and 7 below.person or persons to whom the option is transferred upon Optionee's death) shall

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (ai) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve two (12)-month 2)- year period measured from commencing with the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier EARLIER of (i) the expiration of such twelve two (12)-month 2)-year period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (bii) Should Optionee die during the twelve two (12)-month 2)-year period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier EARLIER of (i) the expiration of the twelve two (12)-month 2)-year period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date of the option term. (iii) Should Optionee cease service as a Board member by reason of death or Disability, then all Option Shares at the time subject to this option but not otherwise vested shall immediately vest in full so that Optionee (or the personal representative of Optionee's estate or the person or persons to whom the option is transferred upon Optionee's death) shall have the right to exercise this option for any or all of the Option Shares as fully-vested shares of Common Stock at any time prior to the EARLIER of (i) the expiration of the two (2)-year period measured from the date of Optionee's cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (div) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule set forth in the Grant Notice or the special vesting acceleration provisions of Paragraphs Paragraph 6 and or 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (ai) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from commencing with the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Optionee ceases service as a Board servicemember. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (bii) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration DateDate of the option term. (ciii) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall immediately vest in full so that Optionee (or the personal representative of Optionee's estate or the person or persons to whom the option is transferred upon Optionee's death) shall have the right to exercise this option may be exercised for any or all of the Option Shares as fully fully-vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (div) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule set forth in the Grant Notice or the special vesting acceleration provisions of Paragraphs Paragraph 6 and or 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board -------------------------- member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from (commencing with the date of such cessation of Board service), but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during within the twelve (12)-month period following his or her cessation of Board service but while and hold this option is outstandingat the time of his or her death, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from ------- the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the ------- twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs Paragraph 6 and or 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which for exercising this option may be exercised shall be reduced limited to a twelve (12)-month period measured from commencing with the date of such cessation of Board service. In no event, but in no event however, shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while and hold this option is outstandingat the time of his or her death, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such right to exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.is

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board -------------------------- member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from (commencing with the date of such cessation of Board service), but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month period ------- or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during within the twelve (12)-month period following his or her cessation of Board service but while and hold this option is outstandingat the time of his or her death, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from ------- the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the ------- twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs Paragraph 6 and or 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from (commencing with the date of such cessation of Board service), but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Optionee ceases service as a Board servicemember. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of Optionee (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.personal representative

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (ai) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from (commencing with the date of such cessation of Board service), but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in for which Optionee the option is vested exercisable on the date of his or her cessation of Optionee ceases service as a Board servicemember. Upon the earlier of (iA) the expiration of such twelve (12)-month period or (iiB) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested exercisable Option Shares for which the option has not been exercised. (bii) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier EARLIER of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration DateDate of the option term. (ciii) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any this option shall immediately become exercisable for all the Option Shares at the time subject to this option but not otherwise vested shall vest in full so that Optionee (or the personal representative of Optionee's estate or the person or persons to whom the option is transferred upon Optionee's death) shall have the right to exercise this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.of

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board -------------------------- member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (ai) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disabilitypermanent disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve ninety (12)-month 90)-day period measured from commencing with the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option in the aggregate be exercised for more than the number of Option Shares (if any) in for which Optionee it is vested exercisable on the date of his or her cessation of Optionee ceases service as a Board service. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercisedmember. (bii) Should Optionee die during the twelve ninety (12)-month 90)-day period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in for which Optionee the option is vested exercisable at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such his or her cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Sharesoutstanding, upon the earlier of ------- (iA) the expiration of the twelve six (12)-month 6)-month period measured from the date of Optionee’s cessation of Board service 's death or (iiB) the specified Expiration DateDate of the option term. (ciii) Should Optionee cease service die or become permanently disabled while serving as a Board member by reason of death or Permanent Disabilitymember, then any Option Shares at the time subject to this option but not otherwise vested shall vest accelerate in full so that and Optionee, or the personal representative of Optionee's estate or the person or persons to whom the option is transferred pursuant to Optionee's will or in accordance with the laws of descent and distribution, shall have the right to exercise this option may be exercised for any or all of the Option Shares as fully vested shares subject to this option at the time of Common Stock at any time prior Optionee's cessation of Board service. Such right of exercise shall terminate, and this option shall accordingly cease to be outstanding, upon the earlier of (iA) the expiration of the twelve six (12)-month 6)- ------- month period measured from the date of Optionee’s cessation of Board service on which Optionee dies or becomes permanently disabled or (iiB) the specified Expiration Date, whereupon this Date of the option shall terminate and cease to be outstandingterm. (div) Upon Optionee’s 's cessation of Board service for any reason (other than death or Permanent Disabilitypermanent disability), this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in for which Optionee such option is not otherwise at that time vested exercisable in accordance with the normal Vesting Schedule exercise provisions of Paragraph 4 or the special vesting acceleration provisions of Paragraphs 6 and Paragraph 7 belowor 8. (v) Optionee shall be deemed to be permanently disabled if Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of twelve (12) months or more.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (ai) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve three (12)-month 3)-year period measured from (commencing with the date of such cessation of Board service), but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisabilityexercise period, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in for which Optionee the option is vested exercisable on the date of his or her Optionee's cessation of Board service. Upon the earlier EARLIER of (iA) the expiration of such twelve three (12)-month 3)-year period or (iiB) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested exercisable Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstanding, then (i) the personal representative of Optionee’s estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such right to exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any this option shall automatically accelerate and become immediately exercisable for all the Option Shares at the time subject to this option but not otherwise vested shall vest in full so that Optionee (or the personal representative of Optionee's estate or the person or persons to whom the option is transferred upon Optionee's death) shall have the right to exercise this option may be exercised for any or all of the those Option Shares as fully fully-vested shares of Common Stock at any time prior to Stock. Such right shall lapse upon the earlier EARLIER of (iA) the expiration of the twelve three (12)-month 3)-year period measured from the date of Optionee’s 's cessation of Board service or (iiB) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (diii) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in for which Optionee the option is not otherwise at that time vested exercisable. (iv) In the event of a Corporate Transaction or Change in accordance with Control, the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs Paragraph 6 or Paragraph 7 shall govern the period for which this option is to remain exercisable following Optionee's cessation of Board service and 7 belowshall supersede any provisions to the contrary in this Paragraph 5.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstandingexercisable) prior to the Expiration Date in accordance with the following provisions: (ai) This option shall immediately terminate and cease to be outstanding for any Option Shares for which the option is not exercisable at the time of Optionee's cessation of Board service. (ii) Should Optionee cease to serve as a Board member service (for any reason (other than death Permanent Disability or Permanent Disabilitydeath) while this option is remains outstanding, then the period during which for exercising this option may be exercised shall be reduced to a twelve three (12)-month 3)-month period measured from commencing with the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option in the aggregate be exercised for more than the number of Option Shares (if any) in for which Optionee it is vested exercisable on the date of his or her Optionee's cessation of Board service. Upon the earlier of (i) the expiration of such twelve three (12)-month 3)-month period or (iiif earlier) upon the specified Expiration Date, the this option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercisedexercisable. (biii) Should Optionee die during cease Board service by reason of Permanent Disability while holding this option, then Optionee shall have a period of six (6) months (commencing with the twelve (12)-month period following his or her date of such cessation of Board service but while this option is outstanding, then (iservice) the personal representative of Optionee’s estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) shall have the right which to exercise this option for any or all of the Option Shares in for which Optionee this option is vested exercisable at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death)service. Any such right to exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) Upon the expiration of the twelve such six (12)-month 6)-month period measured from the date of Optionee’s cessation of Board service or (iiif earlier) upon the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstandingexercisable. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board -------------------------- member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which this option may be exercised shall be reduced to a twelve (12)-month period measured from the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month 12)- ------- month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while and hold this option is outstandingat the time of his or her death, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such right to exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) ------- the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the ------- twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (ai) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is remains outstanding, then the period during which this option may be exercised shall be reduced to a remain exercisable until the earlier of (i) the expiration of the twelve (12)-month period measured from the date of such cessation of Board service, but in no event shall this option be exercisable at any time after service or (ii) the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (bii) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while holding this option is outstandingoption, then (i) the personal representative of Optionee’s estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) 's Beneficiary shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such those vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (ciii) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.option

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board -------------------------- member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which this option may be exercised shall be reduced to a twelve (12)-month period measured from (commencing with the date of such cessation of Board service), but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of ------- such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while and hold this option is outstandingoption, at the time of his or her death, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following descent and distribution or by the Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the 's designated beneficiary or beneficiaries of this that option (as the case may be) shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from ------- the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the ------- twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs Paragraph 6 and or 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which this option may be exercised shall be reduced to a twelve (12)-month period measured from the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier EARLIER of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while and hold this option is outstandingoption, at the time of his or her death, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death descent and distribution or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier EARLIER of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier EARLIER of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from (commencing with the date of such cessation of Board service), but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while and hold this option is outstandingat the time of his or her death, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s his or her cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.not

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which this option may be exercised shall be reduced to a twelve (12)-month period measured from the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while and hold this option is outstandingat the time of his or her death, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such right to exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s service as a Board member cease while this option remains outstanding, then the The option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with should any of the following provisionsprovisions become applicable: (ai) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which this option may be exercised shall be reduced to a remain exercisable until the EARLIER of (i) the expiration of the twelve (12)-month period measured from the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month period service or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (bii) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while holding this option is outstandingoption, then (i) the personal representative of Optionee’s estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) 's Beneficiary shall have the right to exercise this option for any or all of until the Option Shares in which Optionee is vested at the time of Optionee’s cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such right to exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier EARLIER of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (ciii) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall immediately vest in full so that this option may may, during the post-service exercise period, be exercised for any or all of the Option Shares as fully fully-vested shares of Common Stock at any time prior to Stock. (iv) Following Optionee's cessation of Board service, this option may not be exercised in the earlier aggregate for more than the number of (i) Option Shares in which Optionee was vested on the date of such cessation of Board service. Upon the expiration of the twelve (12)-month applicable exercise period measured from the date of Optionee’s cessation of Board service or (iiif earlier) upon the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon outstanding for any vested Option Shares for which the option has not been exercised. However, this option shall, immediately upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disabilityreason, this option shall immediately terminate and cease to be outstanding with respect to for any and all Option Shares shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 belowvested.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve three (12)-month 3)-month period measured from (commencing with the date of such cessation of Board service), but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Optionee ceases service as a Board servicemember. Upon the earlier EARLIER of (i) the expiration of such twelve three (12)-month 3)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve three (12)-month 3)-month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier EARLIER of (i) the expiration of the twelve three (12)-month 3)-year period measured from the date of Optionee’s cessation of Board service 's death or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any Option Shares at Optionee (or the time subject personal representative of Optionee's estate or the person or persons to whom the option is transferred upon Optionee's death) shall have the right to exercise this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully Shares, to the extent vested shares on the date of Common Stock cessation of service, at any time prior to the earlier EARLIER of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service by reason of Permanent Disability or the expiration of the three (3)-year period measured from the date of Optionee's death or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disabilityreason, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs Paragraph 6 and or 7 below. (e) In the event of a Corporate Transaction or Change in Control, the provisions of Paragraph 6 or 7 shall govern the period for which this option is to remain exercisable following Optionee's cessation of Board service and shall supersede any provisions to the contrary in this paragraph.

CESSATION OF BOARD SERVICE. Should Optionee’s service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which this option may be exercised shall be reduced to a twelve (12)-month period measured from the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstanding, then (i) the personal representative of Optionee’s estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such right to exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (dc) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs Paragraph 6 and 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (ai) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from (commencing with the date of such cessation of Board service), but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in for which Optionee this option is vested exercisable on the date of his or her cessation of Optionee ceases service as a Board servicemember. Upon the earlier EARLIER of (iA) the expiration of such twelve (12)-month period or (iiB) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested exercisable Option Shares for which the option has not been exercised. (bii) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in for which Optionee this option is vested exercisable at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such those vested Option Shares, upon the earlier EARLIER of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration DateDate of the option term. (ciii) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any this option shall immediately become exercisable for all the Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any Optionee (or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date personal representative of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.'s

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from (commencing with the date of such cessation of Board service), but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month 12)- month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while and hold this option is outstandingoption, at the time of his or her death, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month 12)- month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from (commencing with the date of such cessation of Board service), but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Optionee ceases service as a Board servicemember. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while and hold this option is outstandingat the time of his or her death, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully fully-vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.the

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from (commencing with the date of such cessation of Board service), but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Optionee ceases service as a Board servicemember. Upon the earlier EARLIER of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier EARLIER of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of Optionee (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.personal representative

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (ai) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from commencing with the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month 12)- month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (bii) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration DateDate of the option term. (ciii) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall immediately vest in full so that Optionee (or the personal representative of Optionee's estate or the person or persons to whom the option is transferred upon Optionee's death) shall have the right to exercise this option may be exercised for any or all of the Option Shares as fully fully- vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (div) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule set forth in the Grant Notice or the special vesting acceleration provisions of Paragraphs Paragraph 6 and or 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board -------------------------- member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which this option may be exercised shall be reduced to a twelve (12)-month period measured from the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, The Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option or, in the aggregate for more than the number event of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration DateOptionee's death, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstanding, then (i) the personal representative of the Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to the Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may bedescent and distribution) shall have a twelve (12)-month period following the right to exercise this option for any or all date of the Option Shares in which Optionee is vested at the time of Optionee’s cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such right in which to exercise this option shall terminate, and this option shall accordingly cease to be exercisable for each such vested Option Shares, upon the earlier of option. (ib) the expiration of During the twelve (12)-month period measured from exercise period, the date option may not be exercised in the aggregate for more than the number of vested shares for which the option is exercisable at the time of the Optionee’s 's cessation of Board service or (ii) the specified Expiration Dateservice. (c) Should the Optionee cease service to serve as a Board member by reason of death or Permanent Disability, then any Option Shares all shares at the time subject to this the option but not otherwise vested shall immediately vest in full so that this such option may may, during the twelve (12)-month exercise period following such cessation of Board service, be exercised for all or any or all portion of such shares as fully- vested shares. (d) In no event shall the option remain exercisable after the expiration of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) option term. Upon the expiration of the twelve (12)-month 12)- month exercise period measured from the date of Optionee’s cessation of Board service or (iiif earlier) upon the specified Expiration Dateexpiration of the option term, whereupon this the option shall terminate and cease to be outstanding. (d) Upon Optionee’s cessation of Board service outstanding for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.shares for

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which this option may be exercised shall be reduced to a twelve (12)-month period measured from the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while and hold this option is outstandingoption, at the time of his or her death, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such right to exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier EARLIER of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) : - Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from commencing with the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which the Optionee is vested on the date of his or her cessation of Optionee ceases service as a Board servicemember. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) . - Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which the Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such right to exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.purchased

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this the option remains outstanding, then the option term specified set forth in Paragraph Section 2 of this Agreement shall terminate (and this the option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (ai) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstandingholding the option, then the period during which this option may be exercised for exercising the option, to the extent exercisable, shall be reduced to a twelve (12)-month period measured from (commencing with the date of such cessation of Board service), but in no event shall this the option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (iA) the expiration of such twelve (12)-month period or (iiB) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option exercisable Shares for which the option has not been exercised. (bii) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this the option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this the option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration DateDate of the option term. (ciii) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any Option the option shall immediately become exercisable for all the Shares at the time subject to this the option but not otherwise vested shall vest in full so that this Optionee (or the personal representative of Optionee's estate or the person or persons to whom the option may be exercised is transferred upon Optionee's death) shall have the right to exercise the option for any or all of the Option those Shares as fully fully-vested shares of Common Stock at any time prior to the earlier of (iA) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service 's death or Permanent Disability or (iiB) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (div) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this the option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in for which Optionee the option is not otherwise at that time vested exercisable in accordance with the normal Vesting Exercise Schedule or the special vesting acceleration provisions or Sections 6 or 7 of Paragraphs 6 and 7 belowthis Agreement.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be remain outstanding) prior to the Expiration Date in accordance with the following provisions: (a) a. Should the Optionee cease to serve as a Board member for any reason (other than death or Permanent Disabilitypermanent disability) while prior to the first anniversary of the Grant Date, then this option is outstandingshall nevertheless become exercisable for all of the Option Shares on the first anniversary of the Grant Date and shall remain exercisable for any or all of those Option Shares until the expiration date of the twelve (12)-month period measured from the date of the Optionee's cessation of Board service. b. Should the Optionee cease Board service on or after the first anniversary of the Grant Date, then the period during which this option may be exercised Optionee shall be reduced to have a twelve (12)-month period measured from the date of such cessation of Board service, but service (the "Post-Service Exercise Period") in no event shall which to exercise this option be for any or all of the Option Shares at the time subject to this option. c. Should the Optionee die after his or her cessation of Board service but while this option remains outstanding, then the personal representative of the Optionee's estate or the person or persons to whom the option is transferred pursuant to the Optionee's will or in accordance with the laws of descent and distribution shall have the remainder of the applicable Post-Service Exercise Period in which to exercise this option in accordance with the parameters established for the Optionee in clauses a. and b. of this Paragraph 5. d. Should Optionee cease to serve as a Board member by reason of death or permanent disability while this option remains outstanding, then this option shall immediately accelerate and become exercisable for all of the Option Shares at any the time after subject to this option, and the Expiration Date. During such limited period of exercisability, Optionee (or the personal representative of the Optionee's estate or by the person or persons to whom this option is transferred pursuant to the Optionee's will or in accordance with the laws of descent and distribution) shall have a permitted transfer under Paragraph 3) may not exercise this option in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her the date of such cessation of Board service but while this option is outstanding, then (i) the personal representative of Optionee’s estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) shall have the right in which to exercise this option for any or all of the those Option Shares in which Optionee is vested at the time of Optionee’s cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such right to exercise Shares. e. In no event shall this option shall terminate, and this remain exercisable after the specified Expiration Date of the ten (10)-year option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) term. Upon the expiration of the twelve (12)-month applicable post-service exercise period measured from the date of Optionee’s cessation of Board service under this Paragraph 5 or (iiif earlier) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) upon the expiration of the twelve ten (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this 10)-year option shall terminate and cease to be outstanding. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disabilityterm, this option shall immediately terminate and cease to be outstanding with respect to any and all vested Option Shares in for which this option has not otherwise been exercised. f. Optionee shall be deemed to be PERMANENTLY DISABLED if Optionee is not otherwise at that time vested unable to engage in accordance with the normal Vesting Schedule any substantial gainful activity by reason of any medically determinable physical or the special vesting acceleration provisions mental impairment expected to result in death or to be of Paragraphs 6 and 7 belowcontinuous duration of twelve (12) months or more.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from (commencing with the date of such cessation of Board service), but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Optionee ceases service as a Board servicemember. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstanding, then (i) the personal representative of Optionee’s estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such right to exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall vest in full so that Optionee (or the personal representative of Optionee's estate or the person or persons to whom the option is transferred upon Optionee's death) shall have the right to exercise this option may be exercised for any or all of the Option Shares as fully fully-vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (dc) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs Paragraph 6 and or 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board -------------------------- member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (ai) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from commencing with the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of ------- such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstanding, then (i) the personal representative of Optionee’s estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such right to exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall immediately vest in full so that Optionee (or the personal representative of Optionee's estate or the person or persons to whom the option is transferred upon Optionee's death) shall have the right to exercise this option may be exercised for any or all of the Option Shares as fully fully-vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured ------- from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (diii) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule set forth in the Grant Notice or the special vesting acceleration provisions of Paragraphs Paragraph 6 and or 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (ai) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from commencing with the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (bii) Should Optionee die during the twelve (12)-month 12)- month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all Date of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstandingterm. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s service as a Board member cease while this option remains outstanding, then the The option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with should any of the following provisionsprovisions become applicable: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which this option may be exercised shall be reduced to a twelve (12)-month period measured from the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month 12)- month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while and hold this option is outstandingat the time of his or her death, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such right to exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.Option

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (ai) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from commencing with the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier EARLIER of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (bii) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier EARLIER of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration DateDate of the option term. (ciii) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall immediately vest in full so that Optionee (or the personal representative of Optionee's estate or the person or persons to whom the option is transferred upon Optionee's death) shall have the right to exercise this option may be exercised for any or all of the Option Shares as fully fully-vested shares of Common Stock at any time prior to the earlier EARLIER of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (div) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule set forth in the Grant Notice or the special vesting acceleration provisions of Paragraphs Paragraph 6 and or 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (ai) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from commencing with the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in for which Optionee this option is vested exercisable on the date of his or her cessation of Board service. Upon the earlier EARLIER of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (bii) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in for which Optionee this option is vested exercisable at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such those vested Option Shares, upon the earlier EARLIER of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration DateDate of the option term. (ciii) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any this option shall automatically accelerate and become immediately exercisable for all the Option Shares at the time subject to this option but not otherwise vested shall vest in full so that Optionee (or the personal representative of Optionee's estate or the person or persons to whom the option is transferred upon Optionee's death) shall have the right to exercise this option may be exercised for any or all of the Option Shares as fully fully-vested shares of Common Stock at any time prior to the earlier EARLIER of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.the

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (ai) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve two (12)-month 2)-year period measured from (commencing with the date of such cessation of Board service), but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisabilityexercise period, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in for which Optionee the option is vested exercisable on the date of his or her Optionee's cessation of Board service. Upon the earlier of (iA) the expiration of such twelve two (12)-month 2)-year period or (iiB) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested exercisable Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstanding, then (i) the personal representative of Optionee’s estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such right to exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any this option shall automatically accelerate and become immediately exercisable for all the Option Shares at the time subject to this option but not otherwise vested shall vest in full so that Optionee (or the personal representative of Optionee's estate or the person or persons to whom the option is transferred upon Optionee's death) shall have the right to exercise this option may be exercised for any or all of the those Option Shares as fully fully-vested shares of Common Stock at any time prior to Stock. Such right shall lapse upon the earlier of (iA) the expiration of the twelve two (12)-month 2)-year period measured from the date of Optionee’s 's cessation of Board service or (iiB) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (diii) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in for which Optionee the option is not otherwise at that time vested exercisable. (iv) In the event of a Corporate Transaction or Change in accordance with Control, the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs Paragraph 6 or Paragraph 7 shall govern the period for which this option is to remain exercisable following Optionee's cessation of Board service and 7 belowshall supersede any provisions to the contrary in this Paragraph 5.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board -------------------------- member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which for exercising this option may be exercised shall be reduced limited to a twelve (12)-month 12)- month period measured from commencing with the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the ------- specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while and hold this option is outstandingoption, at the time of his or her death, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the ------- date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Class A Common Stock at any time prior to the earlier of (i) the expiration of the ------- twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs Paragraph 6 and or 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (ai) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from commencing with the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (bii) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration DateDate of the option term. (ciii) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.option

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be remain outstanding) prior to the Expiration Date in accordance with the following provisions: (a) a. Should the Optionee cease to serve as a Board member for any reason (other than death or Permanent Disabilitypermanent disability) while this option is outstandingprior to the fourth anniversary of the Grant Date, then the Optionee shall have a period during which this option may be exercised shall be reduced to a of twelve (12)-month period 12) months measured from the date of such cessation of Board service, but in no event shall this option be exercisable at any time after service (the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option in the aggregate for more than the number of Option Shares (if any"Post-Service Exercise Period") in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstanding, then (i) the personal representative of Optionee’s estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) shall have the right to exercise this option for any or all of the Option Shares in for which Optionee the option is vested exercisable at the time of such cessation of Board service. In addition, the option shall become exercisable for an additional twenty-five percent (25%) of the Option Shares on the next anniversary of the Grant Date following the Optionee’s 's cessation of Board service (less any Option Shares purchased by and shall remain so exercisable until the expiration date of the Post-Service Exercise Period. b. Should the Optionee after such cessation of cease Board service but prior to death). Any such right to for any reason on or after the fourth anniversary of the Grant Date, then the Optionee may at any time during the Post-Service Exercise Period exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares for which this option is exercisable at the time of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s such cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstandingservice. (d) Upon c. This option shall, immediately upon the Optionee’s 's cessation of Board service for any reason (other than death or Permanent Disabilitypermanent disability), this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in for which Optionee this option is not otherwise at that time vested exercisable or for which it is not otherwise to become exercisable in accordance with clause a. of this Paragraph 5. d. Should the Optionee die after his or her cessation of Board service but while this option still remains outstanding, then the personal representative of the Optionee's estate or the person or persons to whom the option is transferred pursuant to the Optionee's will or in accordance with the normal Vesting Schedule laws of descent and distribution shall have the remainder of the Post-Service Exercise Period in which to exercise this option in accordance with the parameters established for the Optionee in clauses a. through c. of this Paragraph 5. e. Should Optionee cease to serve as a Board member by reason of death or permanent disability while this option remains outstanding, then this option shall immediately accelerate and become exercisable for all of the Option Shares at the time subject to this option, and the Optionee (or the special vesting acceleration provisions personal representative of Paragraphs 6 the Optionee's estate or by the person or persons to whom this option is transferred pursuant to the Optionee's will or in accordance with the laws of descent and 7 belowdistribution) shall have a twelve (12)-month period following the date of such cessation of Board service in which to exercise this option for any or all of those Option Shares. f. In no event shall this option remain exercisable after the specified Expiration Date of the ten (10)-year option term. Upon the expiration of the applicable post-service exercise period under this Paragraph 5 or (if earlier) upon the expiration of the ten (10)-year option term, this option shall terminate and cease to be outstanding with respect to any vested Option Shares for which this option has not otherwise been exercised. g. Optionee shall be deemed to be PERMANENTLY DISABLED if Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of twelve (12) months or more.

CESSATION OF BOARD SERVICE. Should Optionee’s service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (ai) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from commencing with the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier EARLIER of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (bii) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier EARLIER of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.of

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (ai) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from commencing with the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Optionee ceases service as a Board servicemember. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (bii) Should Optionee die during the twelve (12)-month 12)- month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration DateDate of the option term. (ciii) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.but

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (ai) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from commencing with the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in for which Optionee the option is vested exercisable on the date of his or her Optionee's cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested such Option Shares for which the option has not been exercised. (bii) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in for which Optionee the ooption is vested exercisable at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such those vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration DateDate of the option term. (ciii) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall immediately vest in full so that Optionee (or the personal representative of Optionee's estate or the person or persons to whom the option is transferred upon Optionee's death) shall have the right to exercise this option may be exercised for any or all of the Option Shares as fully fully-vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (div) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in for which Optionee this option is not otherwise at that time vested exercisable in accordance with the normal Vesting Schedule exercise schedule set forth in the Grant Notice or the special vesting acceleration provisions of Paragraphs Paragraph 6 and or 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (ai) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve three (12)-month 3)-year period measured from (commencing with the date of such cessation of Board service), but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisabilityexercise period, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in for which Optionee the option is vested exercisable on the date of his or her Optionee's cessation of Board service. Upon the earlier of (iA) the expiration of such twelve three (12)-month 3)-year period or (iiB) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested exercisable Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstanding, then (i) the personal representative of Optionee’s estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such right to exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any this option shall automatically accelerate and become immediately exercisable for all the Option Shares at the time subject to this option but not otherwise vested shall vest in full so that Optionee (or the personal representative of Optionee's estate or the person or persons to whom the option is transferred upon Optionee's death) shall have the right to exercise this option may be exercised for any or all of the those Option Shares as fully fully-vested shares of Common Stock at any time prior to Stock. Such right shall lapse upon the earlier of (iA) the expiration of the twelve three (12)-month 3)-year period measured from the date of Optionee’s 's cessation of Board service or (iiB) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (diii) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in for which Optionee the option is not otherwise at that time vested exercisable. (iv) In the event of a Corporate Transaction or Change in accordance with Control, the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs Paragraph 6 or Paragraph 7 shall govern the period for which this option is to remain exercisable following Optionee's cessation of Board service and 7 belowshall supersede any provisions to the contrary in this Paragraph 5.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which this option may be exercised shall be reduced to a twelve (12)-month period measured from the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while and hold this option is outstandingat the time of his or her death, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board -------------------------- member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from (commencing with the date of such cessation of Board service), but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such ------- twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during within the twelve (12)-month period following his or her cessation of Board service but while and hold this option is outstandingat the time of his or her death, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve ------- (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the ------- expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs Paragraph 6 and or 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from (commencing with the date of such cessation of Board service), but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Optionee ceases service as a Board servicemember. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall immediately vest in full so that Optionee (or the personal representative of Optionee's estate or the person or persons to whom the option is transferred upon Optionee's death) shall have the right to exercise this option may be exercised for any or all of the Option Shares as fully fully-vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule set forth in the Grant Notice or the special vesting acceleration provisions of Paragraphs Paragraph 6 and or 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from (commencing with the date of such cessation of Board service), but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall vest in full so that Optionee (or the personal representative of Optionee's estate or the person or persons to whom the option is transferred upon Optionee's death) shall have the right to exercise this option may be exercised for any or all of the Option Shares as fully fully-vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs Paragraph 6 and or 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member -------------------------- cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which this option may be exercised shall be reduced to a twelve (12)-month period measured from the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while and hold this option is outstandingat the time of his or her death, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such right to exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) ------- the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month ------- period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board -------------------------- member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (ai) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from commencing with the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of ------- such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (bii) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such those vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured ------- from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration DateDate of the option term. (ciii) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall immediately vest in full so that Optionee (or the personal representative of Optionee's estate or the person or persons to whom the option is transferred upon Optionee's death) shall have the right to exercise this option may be exercised for any or all of the Option Shares as fully fully-vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured ------- from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (div) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule set forth in the Grant Notice or the special vesting acceleration provisions of Paragraphs Paragraph 6 and or 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board -------------------------- member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which this option may be exercised shall be reduced to a twelve (12)-month period measured from the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month 12)- ------- month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while and hold this option is outstandingat the time of his or her death, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the ------- expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the ------- twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason while holding this option, then Optionee (other than or, in the event of Optionee's death the personal representative of Optionee's estate or Permanent Disability) while this the person or persons to whom the option is outstanding, then transferred pursuant to Optionee's will or in accordance with the period during which this option may be exercised laws of descent and distribution) shall be reduced to have a twelve (12)-month period measured from (commencing with the date of such cessation of Board service) in which to exercise this option, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Optionee ceases service as a Board servicemember. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her Upon Optionee's cessation of Board service but while this option is outstanding, then (i) the personal representative of Optionee’s estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such right to exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disabilityservice, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule Schedule. (c) In the event of a Corporate Transaction or Change in Control, the special vesting acceleration provisions of Paragraphs Paragraph 6 or 7 shall govern the period for which this option is to remain exercisable following Optionee's cessation of Board service and 7 belowshall supersede any provisions to the contrary in this paragraph.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from (commencing with the date of such cessation of Board service), but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which the Optionee is vested on the date of his or her cessation of Optionee ceases service as a Board servicemember. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which the Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (iA) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service 's death or (iiB) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall vest in full so that the Optionee (or the personal representative of the Optionee's estate or the person or persons to whom the option is transferred upon the Optionee's death) shall have the right to exercise this option may be exercised for any or all of the Option Shares as fully fully- vested shares of Common Stock at any time prior to the earlier of (iA) the expiration of the twelve (12)-month period measured from the date of the Optionee’s cessation of Board service 's death or Permanent Disability or (iiB) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board -------------------------- member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (ai) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which this option may be exercised shall be reduced to a twelve three (12)-month 3)-year period measured from the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisabilityexercise period, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in for which Optionee the option is vested exercisable on the date of his or her Optionee's cessation of Board service. Upon the earlier of (iA) the ------- expiration of such twelve three (12)-month 3)-year period or (iiB) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested exercisable Option Shares for which the option has not been exercised. (bii) Should Optionee die during the twelve (12)-month period following his cease service as a Board member by reason of death or her cessation of Board service but while Permanent Disability, then this option is outstanding, then shall automatically accelerate and become immediately exercisable for all the Option Shares at the time subject to this option so that Optionee (i) or the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to upon Optionee’s will or the laws of inheritance following Optionee’s 's death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (option, as the case may be) shall have the right to exercise this option for any or all of the those Option Shares in which Optionee is as fully- vested at the time shares of Optionee’s cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death)Common Stock. Any such right to exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, lapse upon the earlier of (iA) the expiration of the twelve three (12)-month 3)-year period measured from the date of Optionee’s 's cessation of Board service or (iiB) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (diii) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in for which Optionee the option is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 belowexercisable.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board -------------------------- member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which for exercising this option may be exercised shall be reduced limited to a twelve (12)-month period measured from commencing with the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month period ------- or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while and hold this option is outstandingat the time of his or her death, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from ------- the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Class A Common Stock at any time prior to the earlier of (i) the expiration of the ------- twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.in

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (ai) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from commencing with the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month 12)- month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (bii) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such those vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month 12)- month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration DateDate of the option term. (ciii) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.option

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (ai) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from commencing with the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier EARLIER of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (bii) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier EARLIER of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.of

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (ai) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from commencing with the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (bii) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such those vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all Date of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstandingterm. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s service as a Board member cease while this option remains outstanding, then the The option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with should any of the following provisionsprovisions become applicable: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which this option may be exercised shall be reduced to a twelve (12)-month period measured from the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstanding, then (i) the personal representative of Optionee’s estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such right to exercise this option shall terminate, and this option shall accordingly cease to be remain exercisable for such vested Option Shares, upon until the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s such cessation of Board service or (ii) the specified Expiration Date. (b) Should Optionee die while holding this option, then Optionee's Beneficiary shall have the right to exercise this option during the applicable exercise period. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall immediately vest in full so that this option may may, during the post-service exercise period, be exercised for any or all of the Option Shares as fully fully-vested shares of Common Stock at any time prior to Stock. (d) Following Optionee's cessation of Board service, this option may not be exercised in the earlier aggregate for more than the number of (i) Option Shares for which this option was exercisable on the date of such cessation of Board service. Upon the expiration of the twelve (12)-month applicable exercise period measured from the date of Optionee’s cessation of Board service or (iiif earlier) upon the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon outstanding for any vested Option Shares for which the option has not been exercised. However, this option shall, immediately upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disabilityreason, this option shall immediately terminate and cease to be outstanding with respect to for any and all Option Shares in shares for which Optionee this option is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 belowexercisable.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (ai) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from commencing with the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Optionee ceases service as a Board servicemember. Upon the earlier of (i) the expiration of such twelve (12)-month 12)- month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (bii) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month 12)- month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all Date of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstandingterm. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (ai) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disabilitypermanent disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve six (12)-month 6)-month period measured from commencing with the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option in the aggregate be exercised for more than the number of Option Shares (if any) in for which Optionee such option is vested exercisable on the date of his or her Optionee's cessation of Board service. Upon the earlier of (i) the expiration of such twelve six (12)-month period or (ii) the specified Expiration Date6)-month period, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercisedoutstanding. (bii) Should Optionee die during the twelve six (12)-month 6)-month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in for which Optionee the option is vested exercisable at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such his or her cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Sharesoutstanding, upon the earlier of (iA) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service 's death or (iiB) the specified Expiration DateDate of the option term. (ciii) Should Optionee cease service die or become permanently disabled while serving as a Board member by reason of death or Permanent Disabilitymember, then any Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate accelerate in full and cease Optionee, or the personal representative of Optionee's estate or the person or persons to be outstanding. (d) Upon whom the option is transferred pursuant to Optionee’s cessation of Board service for any reason other than death 's will or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or laws of descent and distribution, shall have the special vesting acceleration provisions of Paragraphs 6 and 7 below.right to exercise this option for

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which for exercising this option may be exercised shall be reduced limited to a twelve (12)-month period measured from commencing with the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while and hold this option is outstandingat the time of his or her death, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month 12)- month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) a. Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from (commencing with the date of such cessation of Board service), but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Optionee ceases service as a Board servicemember. Upon the earlier EARLIER of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) b. Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier EARLIER of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (c) c. Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of Optionee (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.personal representative

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstandingexercisable) prior to the Expiration Date in accordance with the following provisions: (ai) This option shall immediately terminate and cease to be outstanding for any Option Shares for which the option is not exercisable at the time of Optionee's cessation of Board service. (ii) Should Optionee cease to serve as a Board member service (for any reason (other than death Permanent Disability or Permanent Disabilitydeath) while this option is remains outstanding, then the period during which for exercising this option may be exercised shall be reduced to a twelve three (12)-month 3)-month period measured from commencing with the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option in the aggregate be exercised for more than the number of Option Shares (if any) in for which Optionee it is vested exercisable on the date of his or her Optionee's cessation of Board service. Upon the earlier of (i) the expiration of such twelve three (12)-month 3)-month period or (iiif earlier) upon the specified Expiration Date, the this option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercisedexercisable. (biii) Should Optionee die during the twelve (12)-month period following his or her cessation of cease Board service but by reason of Permanent Disability while this option is outstanding, then (i) the personal representative of Optionee’s estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) Optionee shall have a period of six (6) months (commencing with the right date of such cessation of Board service) during which to exercise this option for any or all of the Option Shares in for which Optionee this option is vested exercisable at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death)service. Any such right to exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) Upon the expiration of the twelve such six (12)-month 6)-month period measured from the date of Optionee’s cessation of Board service or (iiif earlier) upon the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s cessation exercisable. "Permanent Disability" shall mean the inability to engage in any substantial gainful activity by reason of Board service for any reason other than medically determinable physical or mental impairment which can be expected to result in death or Permanent Disability, this option shall immediately terminate and cease which has lasted or can be expected to be outstanding with respect to any and all Option Shares in which Optionee is last for a continuous period of not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 belowless than twelve (12) months.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (ai) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which this option may be exercised shall be reduced limited to a the twelve (12)-month period measured from commencing with the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (bii) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such those vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration DateDate of the option term. (ciii) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall immediately vest in full so that this option may be exercised for any or all of the Option Shares as fully fully-vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (div) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule set forth in the Grant Notice or the special vesting acceleration provisions of Paragraphs Paragraph 6 and or 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) A. Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disabilitypermanent disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve six (12)-month 6)-month period measured from commencing with the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option in the aggregate be exercised for more than the number of Option Shares (if any) in for which Optionee it is vested exercisable on the date of his or her cessation of Optionee ceases service as a Board servicemember. Upon the earlier of (i) the expiration of such twelve six (12)-month period or (ii) the specified Expiration Date6)-month period, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercisedexercisable. (b) B. Should Optionee die during the twelve six (12)-month 6)-month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in for which Optionee the option is vested exercisable at the time of Optionee’s 's cessation of Board service (less any Option Shares subsequently purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Sharesoutstanding, upon the earlier of (iA) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service 's death or (iiB) the specified Expiration DateDate of the option term. (c) C. Should Optionee cease service die or become permanently disabled while serving as a Board member by reason of death or Permanent Disabilitymember, then any Option Shares at the time subject to this option but not otherwise vested shall vest accelerate in full so that and Optionee, or the personal representative of Optionee's estate or the person or persons to whom the option is transferred pursuant to Optionee's will or in accordance with the laws of descent and distribution, shall have the right to exercise this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock subject to this option at any the time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Dateservice. Such right of exercise shall terminate, whereupon and this option shall terminate and cease to be outstanding. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.shall

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (ai) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from commencing with the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier EARLIER of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (bii) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such those vested Option Shares, upon the earlier EARLIER of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration DateDate of the option term. (ciii) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall immediately vest in full so that Optionee (or the personal representative of Optionee's estate or the person or persons to whom the option is transferred upon Optionee's death) shall have the right to exercise this option may be exercised for any or all of the Option Shares as fully fully-vested shares of Common Stock at any time prior to the earlier EARLIER of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (div) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule set forth in the Grant Notice or the special vesting acceleration provisions of Paragraphs Paragraph 6 and 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which this option may be exercised shall be reduced to a twelve (12)-month period measured from the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while and hold this option is outstandingoption, at the time of his or her death, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death descent and distribution or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) : - Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disabilitypermanent disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve six (12)-month 6)-month period measured from commencing with the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option in the aggregate be exercised for more than the number of Option Shares (if any) in which the Optionee is vested on the date of his or her cessation of Optionee ceases service as a Board servicemember. Upon the earlier of (i) the expiration of such twelve six (12)-month 6)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) . - Should Optionee die during the twelve six (12)-month 6)-month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which the Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (iA) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service 's death or (iiB) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all Date of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstandingterm. (d) Upon Optionee’s cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board -------------------------- member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period during which this option may be exercised shall be reduced to a twelve (12)-month period measured from the date of such cessation of Board service, but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such ------- twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while and hold this option is outstandingat the time of his or her death, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such right to exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period ------- measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the ------- twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs 6 and 7 below.

CESSATION OF BOARD SERVICE. Should Optionee’s 's service as a Board member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while holding this option is outstandingoption, then the period during which for exercising this option may be exercised shall be reduced to a twelve (12)-month period measured from (commencing with the date of such cessation of Board service), but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, Optionee (or the person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) may not exercise this option be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Optionee ceases service as a Board servicemember. Upon the earlier of (i) the expiration of such twelve (12)-month period or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die during the twelve (12)-month period following his or her cessation of Board service but while this option is outstandingservice, then (i) the personal representative of Optionee’s 's estate or (ii) the person or persons to whom the option is transferred pursuant to Optionee’s 's will or in accordance with the laws of inheritance following Optionee’s death or to whom the option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 or (iii) the designated beneficiary or beneficiaries of this option (as the case may be) descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee’s 's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Any such Such right to of exercise this option shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then any all Option Shares at the time subject to this option but not otherwise vested shall vest in full so that Optionee (or the personal representative of Optionee's estate or the person or persons to whom the option is transferred upon Optionee's death) shall have the right to exercise this option may be exercised for any or all of the Option Shares as fully fully-vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee’s 's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraphs Paragraph 6 and 7 below.