Common use of Cessation of Service Clause in Contracts

Cessation of Service. The Option shall terminate (and cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Disability or Misconduct) while this Option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date. (b) Should Optionee die while this Option is outstanding, then the personal representative of Optionee’s estate or 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 Section II(3) shall have the right to exercise this Option. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while this Option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Option. In no event shall this Option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option may not be exercised in the aggregate for more than the number of Option Shares in which Optionee is, at the time of Optionee’s cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding for any vested Option Shares for which the Option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of Optionee’s cessation of Service, this Option shall immediately terminate and cease to be outstanding with respect to such Option Shares. (e) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstanding, then this Option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Shares.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (ai) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while this Option option is outstanding, then Optionee this option shall remain exercisable until the earlier of (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)i) shall have a period the expiration of the three (3) months (commencing with 3)-month period measured from the date of such cessation of ServiceService or (ii) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date. (bii) Should Optionee die while holding this Option is outstandingoption, then the personal representative of Optionee’s estate or 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 Section II(3) 's Beneficiary shall have the right to exercise this Option. However, if option until the earlier of (A) the expiration of the twelve (12)-month period measured from the date of Optionee's death or (B) the Expiration Date. (iii) Should Optionee dies cease Service by reason of Permanent Disability while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her deathoption is outstanding, then the designated beneficiary or beneficiaries this option shall have the exclusive right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option shall cease to be outstanding, upon remain exercisable until the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death such cessation of Service or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while this Option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Option. In no event shall this Option be exercisable at any time after the Expiration Date. (div) During the limited period of applicable post-Service exercisabilityexercise period, this Option option may not be exercised in the aggregate for more than the number of vested Option Shares in for which Optionee is, at the time option is exercisable on the date of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited the applicable exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of However, this option shall, immediately upon Optionee’s 's cessation of ServiceService for any reason, this Option shall immediately terminate and cease to be outstanding with respect to such Option Sharesthe extent this option is not otherwise at that time exercisable for vested shares. (ev) Should Optionee’s 's Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option option is outstanding, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesbe outstanding.

Cessation of Service. The (a) Should Optionee die while the Option is outstanding, then 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 inheritance shall have the right to exercise the Option to the extent the Option is vested as of the date of Optionee’s death. Such right shall lapse, and the Option shall terminate (and cease to be outstanding, upon the earlier of (A) prior to the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (B) the Expiration Date should any of the following provisions become applicable:Date. (ab) Should Optionee cease to remain in Service for by reason of Permanent Disability while the Option is outstanding, then the Optionee shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise the Option to the extent the Option is vested as of the date of such cessation of Service. In no event shall the Option be exercisable at any reason time after the Expiration Date. (c) Should the Optionee’s Service be terminated due to an Involuntary Termination (other than death, Disability a Termination for Cause and whether before or Misconductafter a Change in Control) while this Option is outstanding, then Optionee (or any person or persons the right to whom exercise this Option is transferred pursuant to a permitted transfer under Section II(3)) shall be fully vested and the Optionee shall have a period of three twelve (312) months (commencing with the date of such cessation of Service) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date. (bd) Should the Optionee die terminate Service voluntarily (other than an Involuntary Termination) while this Option is outstanding, then the personal representative Option shall immediately terminate and cease to be exercisable with respect to the number of Optionee’s estate or 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 Section II(3) shall have Shares for which the right to exercise this Option. However, if Optionee dies while holding Option has not then vested under this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapseAgreement, and this Option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while this Option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve three (123) months (commencing with the date of such cessation of Service) during which to exercise this Option. In Option for the remainder of the Option Shares, but in no event shall this Option be exercisable at any time after the Expiration Date. (de) During the limited period of post-Service exercisability, this the Option may not be exercised in the aggregate for more than the number of Shares for which the Option Shares in which Optionee is, is exercisable at the time of Optionee’s cessation of Service, vested pursuant Service according to the Vesting Schedule or Schedule, except in the special vesting acceleration provisions event of an Involuntary Termination as specified in Section II(4)2(c) above. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this the Option shall terminate and cease to be outstanding for any vested Option otherwise exercisable Shares for which the Option has not been exercised. To Except as provided for in Section 2(c) above, to the extent Optionee the Option is not vested in exercisable for one or more Option Shares at the time of Optionee’s cessation of Service, this the Option shall immediately terminate and cease to be outstanding with respect to such Option those Shares. (ef) Should Optionee’s Service be terminated due to a Termination for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstandingCause, then this the Option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesupon the Optionee’s termination of Service.

Cessation of Service. The Option option term specified in Paragraph 2 above shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Except as otherwise expressly provided in subparagraphs (b) through (f) of this Paragraph 5, should Optionee cease to remain in Continuous Service for any reason (other than death, Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period until the close of business on the last business day prior to the expiration of the three (3) months (commencing with 3)-month period measured from the date of such cessation of Service) Continuous Service during which to exercise this Optionoption for any or all of the Option Shares for which this option is vested and exercisable at the time of Optionee’s cessation of Continuous Service, but in no event shall this Option option be exercisable at any time after the close of business on the last business day prior to the Expiration Date. (b) Should In the event Optionee die ceases Continuous Service by reason of his or her death while this Option option is outstanding, then this option may be exercised, for any or all of the Option Shares for which this option is vested and exercisable at the time of Optionee’s cessation of Continuous Service, by (i) the personal representative of Optionee’s estate or (ii) the person or persons to whom the Option 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 Section II(3) shall have the right to exercise this Optiondeath. However, if Optionee dies while holding this Option option and if Optionee has an effective beneficiary designation in effect for this Option option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option option following Optionee’s death. Any such right to exercise this Option option shall lapse, and this Option option shall cease to be outstanding, upon the close of business on the last business day prior to the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (ii) the Expiration Date. Upon the expiration of such limited exercise period, this option shall terminate and cease to be outstanding for any exercisable Option Shares for which the option has not otherwise been exercised. (c) Should Optionee cease Continuous Service by reason of Permanent Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period until the close of business on the last business day prior to the expiration of the twelve (12) months (commencing with 12)-month period measured from the date of such cessation of Service) Continuous Service during which to exercise this Optionoption for any or all of the Option Shares for which this option is vested and exercisable at the time of such cessation of Continuous Service. In no event event, however, shall this Option option be exercisable at any time after the close of business on the last business day prior to the Expiration Date. (d) Except as otherwise precluded by Applicable Laws, should (i) Optionee cease Continuous Service after completion of at least three (3) years of Continuous Service and (ii) the sum of Optionee’s attained age and completed years of Continuous Service at the time of such cessation of service equals or exceeds seventy (70) years, then Optionee shall have until the close of business on the last business day prior to the expiration of the thirty-six (36)-month period measured from the date of such cessation of Continuous Service during which to exercise this option for any or all of the Option Shares for which this option is vested and exercisable at the time of such cessation of Continuous Service. In no event, however, shall this option be exercisable at any time after the close of business on the last business day prior to the Expiration Date. (e) The applicable period of post-service exercisability in effect pursuant to the foregoing provisions of this Paragraph 5 shall automatically be extended by an additional period of time equal in duration to any interval within such post-service exercise period during which the exercise of this option or the immediate sale of the Option Shares acquired under this option cannot be effected in compliance with applicable federal and state securities laws, but in no event shall such an extension result in the continuation of this option beyond the close of business on the last business day prior to the Expiration Date. (f) Should Optionee’s Continuous Service be terminated for Cause, or should Optionee engage in any other conduct, while in Continuous Service or following cessation of Continuous Service, that is materially detrimental to the business or affairs of the Corporation (or any Related Entity), as determined in the sole discretion of the Administrator, then this option, whether or not vested and exercisable at the time, shall terminate immediately and cease to be outstanding. (g) During the limited period of post-Service exercisabilityservice exercisability provided under this Paragraph 5, this Option option may not be exercised in the aggregate for more than the number of Option Shares in for which Optionee is, this option is at the time of vested and exercisable. Except to the extent (if any) specifically authorized by the Administrator pursuant to an express written agreement with the Optionee’s cessation of Service, vested this option shall not vest or become exercisable for any additional Option Shares, whether pursuant to the normal Vesting Schedule set forth in attached Schedule I or the special vesting acceleration provisions of Section II(4)Paragraph 6 below, following Optionee’s cessation of Continuous Service. Upon the expiration of such limited exercise period or (if earlier) upon the close of business on the last business day prior to the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested exercisable Option Shares for which the Option option has not otherwise been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of Optionee’s cessation of Service, this Option shall immediately terminate and cease to be outstanding with respect to such Option Shares. (e) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstanding, then this Option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Shares.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Except as otherwise expressly provided in subparagraphs (b) through (e) of this Paragraph 5, should Optionee cease to remain in Service for any reason (other than death, Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons Trust to whom which this Option option is transferred pursuant to a permitted transfer under Section II(3)Paragraph 3) shall have a period of three (3) months (commencing with 3)-month period measured from the date of such cessation of Service) Service during which to exercise this Optionoption for any or all of the Option Shares for which this option is vested and exercisable at the time of Optionee’s cessation of Service, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die Optionee’s Service terminate by reason of his or her death while this Option option is outstanding, then this option, to the extent not otherwise at that time vested and exercisable for all the Option Shares, shall immediately vest and become exercisable for all the Option Shares. Upon Optionee’s death (whether before or after termination of Service) this option may be exercised, for any or all of the Option Shares for which this option is vested and exercisable at the time of Optionee’s cessation of Service (including any Option Shares which vest on an accelerated basis should such cessation of Service occur by reason of Optionee’s death), by (i) the personal representative of Optionee’s estate or (ii) the person or persons to whom the Option option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or (iii) any Trust to whom which the Option option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Section II(3) shall have Paragraph 3, as the right to exercise this Optioncase may be. However, if Optionee dies while holding this Option option and if Optionee has an effective beneficiary designation in effect for this Option option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option option following Optionee’s death. Any such right to exercise this Option option in accordance with the foregoing provisions of this Paragraph 5(b) shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while this Option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Option. In no event shall this Option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option may not be exercised in the aggregate for more than the number of Option Shares in which Optionee is, at the time of Optionee’s cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested exercisable Option Shares for which the Option option has not otherwise been exercised. (c) Should Optionee cease Service by reason of Early Retirement, Normal Retirement or Permanent Disability while this option is outstanding, then Optionee (or any Trust to which this option is transferred pursuant to a permitted transfer under Paragraph 3) shall have a thirty-six (36)-month period measured from the date of such cessation of Service during which to exercise this option for (i) any or all Option Shares for which this option is vested and exercisable at the time of such cessation of Service and (ii) any additional Option Shares for which this option vests and becomes exercisable during such thirty-six (36)-month period. In no event, however, shall this option be exercisable at any time after the Expiration Date. To the extent Optionee this option is not otherwise vested in one or more and exercisable for all of the Option Shares at the time of Optionee’s cessation of Service by reason of Early Retirement, Normal Retirement or Permanent Disability, this option shall, during the limited period of post-Service exercisability following such cessation of Service, continue to vest and become exercisable for one or more additional Option Shares in accordance with the Exercise Schedule specified in the Grant Notice or the special vesting acceleration provisions of Paragraph 6, as if Optionee continued in Service throughout that limited exercise period. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall immediately terminate and cease to be outstanding for any exercisable Option Shares for which the option has not otherwise been exercised. (d) The applicable period of post-Service exercisability in effect pursuant to the foregoing provisions of this Paragraph 5 shall automatically be extended by an additional period of time equal in duration to any interval within such post-Service exercise period during which the exercise of this option or the immediate sale of the Option Shares acquired under this option cannot be effected in compliance with respect to applicable federal and state securities laws, but in no event shall such Option Sharesan extension result in the continuation of this option beyond the Expiration Date. (e) Should Optionee’s Service be terminated for Misconduct Cause, or should Optionee otherwise (i) engage in Misconduct any post-Service activity, whether as an Employee, consultant or advisor or in any other capacity, that is competitive with the business operations of the Corporation (or any Subsidiary or Parent) or (ii) engage in any other conduct, while this Option in Service or following cessation of Service, that is outstandingmaterially detrimental to the business or affairs of the Corporation (or any Subsidiary or Parent), as determined in the sole discretion of the Plan Administrator, then this Option option, whether or not vested and exercisable, shall terminate immediately and cease to remain outstanding be outstanding. (f) Except as otherwise expressly provided in the preceding subparagraphs of this Paragraph 5, during the limited period of post-Service exercisability, this option may not be exercised in the aggregate for more than the number of Option Shares for which this option is, at the time of Optionee’s cessation of Service, vested and Optionee exercisable pursuant to the Exercise Schedule specified in the Grant Notice or the special vesting acceleration provisions of Paragraph 6. Except as otherwise provided in this Paragraph 5 or except to the extent (if any) specifically authorized by the Plan Administrator pursuant to an express written agreement with the Optionee, this option shall have no right to exercise vested not vest or unvested become exercisable for any additional Option Shares, whether pursuant to the normal Exercise Schedule specified in the Grant Notice or the special vesting acceleration provisions of Paragraph 6, following the Optionee’s cessation of Service. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this option shall terminate and cease to be outstanding for any exercisable Option Shares for which the option has not otherwise been exercised.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (ai) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (bii) Should If Optionee die dies while this Option option is outstanding, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) descent and distribution shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive Such right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (iA) the expiration of the twelve (12)-month 12)- month period measured from the date of Optionee’s 's death or (iiB) the Expiration Date. (ciii) Should Optionee cease Service by reason of Permanent Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. (div) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of vested Option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of However, this option shall, immediately upon Optionee’s 's cessation of ServiceService for any reason, this Option shall immediately terminate and cease to be outstanding with respect to such any Option SharesShares in which Optionee is not otherwise at that time vested or for which this option is not otherwise at that time exercisable. (ev) Should Optionee’s 's Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstandingMisconduct, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while this Option option is outstanding, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive Such right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. Note: Exercise of this option on a date later than three (3) months following cessation of Service due to Disability will result in loss of favorable Incentive Option treatment, unless such Disability constitutes Permanent Disability. In the event that Incentive Option treatment is not available, this option will be taxed as a Non-Statutory Option upon exercise. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option Shares in which Optionee is, at the time of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule specified in the Grant Notice or the special vesting acceleration provisions of Section II(4)Paragraph 6. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more the Option Shares at the time of Optionee’s 's cessation of Service, this Option option shall immediately terminate and cease to be outstanding with respect to such Option Sharesthose shares. (e) Should Optionee’s 's Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstandingMisconduct, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while holding this Option is outstandingoption, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while holding this Option is outstandingoption, then the personal representative of Optionee’s estate or the person or persons to whom the Option 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 Section II(3) shall have the right to exercise this Optionoption. However, if Optionee dies while holding has designated one or more beneficiaries of this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her deathoption, then the designated beneficiary or beneficiaries those persons shall have the exclusive right to exercise this Option option following Optionee’s death. Any such right to exercise this Option option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Permanent Disability while holding this Option is outstandingoption, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested exercisable Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of However, this option shall, immediately upon Optionee’s cessation of ServiceService for any reason, this Option shall immediately terminate and cease to be outstanding with respect to such any Option SharesShares for which this option is not otherwise at that time exercisable. (e) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in any Misconduct while this Option option is outstanding, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Disability or Misconduct) while this Option is outstanding), then Optionee this option shall be exercisable for the number of Option Shares which were Vested Shares at the time of Optionee’s cessation of Service and shall remain exercisable until the earlier of (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)i) shall have a period the close of business on the three (3) months (commencing with month anniversary of the date of such cessation of ServiceOptionee’s Service ceases or (ii) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date. (b) Should Optionee die while this Option is outstandingcease to remain in Service by reason of death or Disability, then this option shall be exercisable for the personal representative number of Optionee’s estate or 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 Section II(3) shall have the right to exercise this Option. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option Shares which were Vested Shares at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option following Optionee’s death. Any such right to exercise this Option cessation of Service and shall lapse, and this Option shall cease to be outstanding, upon remain exercisable until the earlier of (i) the expiration close of business on the twelve month anniversary of the twelve (12)-month period measured from the date of Optionee’s death Service ceases or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while this Option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with No additional vesting will occur after the date of such cessation of Service) during which to exercise this Option. In no event shall this Option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option may not be exercised in the aggregate for more than the number of Option Shares in which Optionee is, at the time of Optionee’s cessation of ServiceService ceases, vested pursuant and this option shall immediately terminate with respect to the Vesting Schedule or the special vesting acceleration provisions of Section II(4)Unvested Shares. Upon the expiration of such limited any post-Service exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of Optionee’s cessation of Service, this Option shall immediately terminate and cease to be outstanding with respect to such Option the Vested Shares. (ed) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option option is outstanding, then this Option option shall terminate immediately and cease with respect to remain outstanding and Optionee shall have no right to exercise vested or unvested all Option Shares.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Disability death or MisconductDisability) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three ninety (390) months days (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while this Option option is outstanding, then the personal representative of Optionee’s estate or the person or persons to whom the Option 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 Section II(3) shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive Such right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month 12) month period measured from the date of Optionee’s death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option Shares in for which Optionee this Option is, at the time of Optionee’s cessation of Service, vested exercisable pursuant to the Vesting Schedule exercise schedule specified in Paragraph 4 or the special vesting acceleration provisions of Section II(4)Paragraph 6. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more the Option Shares at the time of Optionee’s cessation of Service, this Option option shall immediately terminate and cease to be outstanding with respect to such Option Sharesthose shares. (e) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstanding, then this Option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Shares.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Disability Optionee’s termination of his employment without Good Reason or Misconductthe Company’s termination of Optionee’s employment for Cause) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option option is transferred pursuant to a permitted transfer under Section II(3)Paragraph 3) shall have a period of three thirty (330) months days (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while this Option is outstanding, then the personal representative of Optionee’s estate or 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 Section II(3) shall have the right to exercise this Option. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while this Option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Option. In no event shall this Option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option Shares in which Optionee is, at the time of Optionee’s cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4)Paragraph 6. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of Optionee’s cessation of Service, this Option option shall immediately terminate and cease to be outstanding with respect to such Option Sharesthose shares. (ec) Should Optionee’s Service be terminated by Optionee without Good Reason or by the Company for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstandingCause, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while holding this Option is outstandingoption, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while holding this Option is outstandingoption, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) shall have the right to exercise this Optionoption. However, if Optionee dies while holding has designated one or more beneficiaries of this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her deathoption, then the designated beneficiary or beneficiaries those persons shall have the exclusive right to exercise this Option option following Optionee’s 's death. Any such right to exercise this Option option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Permanent Disability while holding this Option is outstandingoption, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested exercisable Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of However, this option shall, immediately upon Optionee’s 's cessation of ServiceService for any reason, this Option shall immediately terminate and cease to be outstanding with respect to such any Option SharesShares for which this option is not otherwise at that time exercisable. (e) Should Optionee’s 's Service be terminated for Misconduct or should Optionee otherwise engage in any Misconduct while this Option option is outstanding, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in paragraph 2 above shall terminate (terminate, and this option shall cease to be outstanding) outstanding prior to the Expiration Date should any Date, upon Optionee's ceasing to be in the Service of the Corporation. In such event, the following provisions become applicableshall apply: (a) a. Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Option, but in no event shall this option as to vested Option be exercisable at any time after the Expiration DateShares. (b) b. Should Optionee die while this Option option is outstanding, then the personal representative of Optionee’s 's estate (or the person or persons to whom the Option 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 Section II(3descent and distribution) shall have a period of twelve (12) months (commencing with the right date of such cessation of service) during which to exercise this Option. However, if Optionee dies while holding this option as to vested Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (ii) the Expiration DateShares. (c) c. Should Optionee cease Service by reason of Permanent Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Option. In no event shall this option as to vested Option be exercisable at any time after the Expiration DateShares. (d) d. Should Optionee's Service be terminated for Misconduct, then this option shall terminate immediately and cease to remain outstanding. e. During the limited period of post-Service exercisabilityexercise period, this Option option may not be exercised in the aggregate for more than the number of vested Option Shares in for which Optionee is, at the time option is exercisable on the date of the Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited post-Service exercise period or upon the Expiration Date (if earlier) upon the Expiration Date), this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. In no event shall this option be exercisable at any time after the Expiration Date. To the extent Optionee this option is not otherwise exercisable for vested in one or more Option Shares at the time of Optionee’s 's cessation of Service, this Option option shall immediately terminate and cease to be outstanding with respect to such Option Sharesthose shares. (e) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstanding, then this Option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Shares.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (ai) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (bii) Should Optionee die while this Option option is outstanding, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) descent and distribution shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive Such right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option option shall cease to be outstanding, upon the earlier EARLIER of (iA) the expiration of the twelve (12)-month 12)- month period measured from the date of Optionee’s 's death or (iiB) the Expiration Date. (ciii) Should Optionee cease Service by reason of Permanent Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. (div) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of vested Option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of However, this option shall, immediately upon Optionee’s 's cessation of ServiceService for any reason, this Option shall immediately terminate and cease to be outstanding with respect to such any Option SharesShares in which Optionee is not otherwise at that time vested or for which this option is not otherwise at that time exercisable. (ev) Should Optionee’s 's Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstandingMisconduct, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Section 2 hereof shall terminate (and this Option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while this Option is outstanding, then Optionee (or any person or persons to whom the period for exercising this Option is transferred pursuant shall be reduced to a permitted transfer under Section II(3)) shall have a period of three (3) months (month period commencing with the date of such cessation of Service) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date. (b) Should Optionee die while this Option is outstanding, then the personal representative of Optionee’s 's estate or 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 any person or trust to whom all or a portion of this Option was previously transferred in accordance with Section 3 hereof or the Option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Section II(3) designated beneficiary or beneficiaries of this option shall have the right to exercise this Option. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive Such right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option shall cease to be outstanding, upon the earlier of of: (i) the expiration of the twelve (12)-month 12) month period measured from the date of Optionee’s death 's death; or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Permanent Disability while this Option is outstanding, then Optionee (or any person or persons to whom the period for exercising this Option is transferred pursuant shall be reduced to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (month period commencing with the date of such cessation of Service) during which to exercise this Option. In , but in no event shall this Option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option may not be exercised in the aggregate for more than the number of vested Option Shares in for which Optionee is, the Option is exercisable at the time of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding for any vested otherwise exercisable Option Shares for which the Option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of Optionee’s cessation of ServiceHowever, this Option shall shall, immediately upon Optionee's cessation of Service for any reason, terminate and cease to be outstanding with respect to such any Option SharesShares for which this Option is not otherwise at that time exercisable. (e) Should Except as otherwise determined in the discretion of the Plan Administrator, either at the time the option is granted or at any time the option remains outstanding, should Optionee’s 's Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option option is outstanding, then this Option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (ai) Should Except as otherwise specifically provided in this Paragraph 5 or in Paragraph 6, should Optionee cease to remain in Service for any reason (other than death, Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (bii) Should Optionee die while this Option option is outstanding, then this option shall immediately vest and become exercisable for that number of Option Shares which would have vested over the 18-month period following the date of Optionee’s death, had Optionee remained in Service. The personal representative of Optionee’s estate or the person or persons to whom the Option 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 Section II(3) descent and distribution shall have the right to exercise this Option. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option shall cease to be outstanding, upon the earlier of (i) the expiration a period of the twelve (12)-month period measured from 12) months (commencing with the date of Optionee’s death or (iideath) during which to exercise this option. In no event shall this option be exercisable at any time after the Expiration Date. (ciii) Should Optionee cease to remain in Service by reason of Disability while this Option option is outstanding, then this option shall immediately vest and become exercisable for that number of Option Shares which would have vested over the 18-month period following the date of such cessation of Service, had Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) remained in Service. The Optionee shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this option. In no event shall this option be exercisable at any time after the Expiration Date. (iv) Should Optionee’s Service be terminated by the Company (or its successor) without Cause, or by Optionee for Good Reason, either (A) prior to the occurrence of a Corporate Transaction or Change in Control, or (B) more than eighteen (18) months following the occurrence of a Corporate Transaction or a Change in Control, this option (or any replacement grant) shall immediately vest and become exercisable for that number of Option Shares which would have vested over the 18-month period following the date of such termination, had Optionee remained in Service. The Optionee shall have a period of six (6) months (commencing with the date of cessation of Service) during which to exercise this Option. In no event shall this Option be exercisable at any time after the Expiration Date. (dv) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of vested Option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s cessation of Service, vested pursuant to the Vesting Schedule including any accelerated exercisability which occurs in connection with such cessation or the special vesting acceleration provisions of Section II(4)otherwise. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of However, this option shall, immediately upon Optionee’s cessation of ServiceService for any reason, this Option shall immediately terminate and cease to be outstanding with respect to such any Option SharesShares in which Optionee is not otherwise at that time vested (by reason of normal or accelerated vesting) or for which this option is not otherwise at that time exercisable. (evi) Should Optionee’s Service be terminated for Misconduct Cause, or should if Optionee otherwise engage in Misconduct while this Option is outstandingbreaches any provision of Section 7(d) of the Employment Agreement, then this Option option shall terminate immediately and cease to remain outstanding outstanding. In addition, if the Company has given notice to Optionee of its intention to terminate his employment for Cause pursuant to Section 6(c) of the Employment Agreement, this Option shall not be exercisable after the giving of such notice, unless and Optionee shall have no right until Executive cures the actions constituting Cause to exercise vested or unvested Option Sharesthe satisfaction of the Board as provided in Section 6(c) of the Employment Agreement.

Cessation of Service. The Option option term specified in Paragraph 2 -------------------- shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while holding this Option is outstandingoption, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while holding this Option is outstandingoption, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) shall have the right to exercise this Optionoption. However, if Optionee dies while holding has designated one or more beneficiaries of this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her deathoption, then the designated beneficiary or beneficiaries those persons shall have the exclusive right to exercise this Option option following Optionee’s 's death. Any such right to exercise this Option option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month ------- period measured from the date of Optionee’s 's death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Permanent Disability while holding this Option is outstandingoption, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested exercisable Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of However, this option shall, immediately upon Optionee’s 's cessation of ServiceService for any reason, this Option shall immediately terminate and cease to be outstanding with respect to such any Option SharesShares for which this option is not otherwise at that time exercisable. (e) Should Optionee’s 's Service be terminated for Misconduct or should Optionee otherwise engage in any Misconduct while this Option option is outstanding, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (ai) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while this Option option is outstanding, then Optionee this option shall remain exercisable until the EARLIER of (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)i) shall have a period the expiration of the three (3) months (commencing with 3)-month period measured from the date of such cessation of ServiceService or (ii) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date. (bii) Should Optionee die while holding this Option is outstandingoption, then the personal representative of Optionee’s estate or 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 Section II(3) 's Beneficiary shall have the right to exercise this Option. However, if option until the EARLIER of (A) the expiration of the twelve (12)-month period measured from the date of Optionee's death or (B) the Expiration Date. (iii) Should Optionee dies cease Service by reason of Permanent Disability while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her deathoption is outstanding, then the designated beneficiary or beneficiaries this option shall have the exclusive right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option shall cease to be outstanding, upon remain exercisable until the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death such cessation of Service or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while this Option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Option. In no event shall this Option be exercisable at any time after the Expiration Date. (div) During the limited period of applicable post-Service exercisabilityexercise period, this Option option may not be exercised in the aggregate for more than the number of vested Option Shares in for which Optionee is, at the time option is exercisable on the date of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited the applicable exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of However, this option shall, immediately upon Optionee’s 's cessation of ServiceService for any reason, this Option shall immediately terminate and cease to be outstanding with respect to such Option Sharesthe extent this option is not otherwise at that time exercisable for vested shares. (ev) Should Optionee’s 's Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option option is outstanding, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesbe outstanding.

Cessation of Service. The Option option term specified in Section 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should If Optionee cease ceases to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) 3 months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should If Optionee die dies while this Option option is outstanding, then the personal representative of Optionee’s estate or the person or persons to whom the Option 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 Section II(3) descent and distribution shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries Such right shall have the exclusive right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, lapse and this Option option shall cease to be outstanding, outstanding upon the earlier of (iA) the expiration of the twelve (12)-month 12-month period measured from the date of Optionee’s death or (iiB) the Expiration Date. (c) Should If Optionee cease ceases Service by reason of Permanent Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (12 months, commencing with the date of such cessation of Service) , during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. (d) If Optionee’s Service is terminated for Misconduct, then this option shall terminate immediately and cease to remain outstanding. (e) During the limited period of post-Service exercisabilityexercise period, this Option option may not be exercised in the aggregate for more than the number of Option Shares in which Optionee is, at the time of Optionee’s cessation of Service, vested pursuant to in accordance with the Vesting Schedule or the special vesting acceleration provisions of Section II(4)Schedule. Upon the expiration of such limited post-Service exercise period or (or, if earlier) , upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more the Option Shares at the time of Optionee’s cessation of Service, this Option option shall immediately terminate and cease to be outstanding with respect to such Option Sharesthose shares. (e) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstanding, then this Option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Shares.

Cessation of Service. The Option option term specified in Paragraph 2 -------------------- shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (ai) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (bii) Should Optionee die while this Option option is outstanding, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) descent and distribution shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive Such right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (iA) the expiration of the ------- twelve (12)-month 12)- month period measured from the date of Optionee’s 's death or (iiB) the Expiration Date. (ciii) Should Optionee cease to remain in Service by reason of Permanent Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. (div) During the limited period of post-Service exercisability, this Option may not be exercised in the aggregate for more than the number of Option Shares in which Optionee is, at the time of Optionee’s cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited the post-service exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of Optionee’s cessation of Service, this Option shall immediately terminate and cease to be outstanding with respect to such Option Shares. (ev) Should Optionee’s 's Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstandingMisconduct, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Except as otherwise expressly provided in subparagraphs (b) through (e) of this Paragraph 5, should Optionee cease to remain in Service for any reason (other than death, Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons Trust to whom which this Option option is transferred pursuant to a permitted transfer under Section II(3)Paragraph 3) shall have a period of three (3) months (commencing with 3)-month period measured from the date of such cessation of Service) Service during which to exercise this Optionoption for any or all of the Option Shares for which this option is vested and exercisable at the time of Optionee’s cessation of Service, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die Optionee’s Service terminate by reason of his or her death while this Option option is outstanding, then this option, to the extent not otherwise at that time vested and exercisable for all the Option Shares, shall immediately vest and become exercisable for all the Option Shares. Upon Optionee’s death (whether before or after termination of Service) this option may be exercised, for any or all of the Option Shares for which this option is vested and exercisable at the time of Optionee’s cessation of Service (including any Option Shares which vest on an accelerated basis should such cessation of Service occur by reason of Optionee’s death), by (i) the personal representative of Optionee’s estate or (ii) the person or persons to whom the Option option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or (iii) any Trust to whom which the Option option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Section II(3) shall have Paragraph 3, as the right to exercise this Optioncase may be. However, if Optionee dies while holding this Option option and if Optionee has an effective beneficiary designation in effect for this Option option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option option following Optionee’s death. Any such right to exercise this Option option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while this Option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Option. In no event shall this Option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option may not be exercised in the aggregate for more than the number of Option Shares in which Optionee is, at the time of Optionee’s cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested exercisable Option Shares for which the Option option has not otherwise been exercised. (c) Should Optionee cease Service by reason of Early Retirement, Normal Retirement or Permanent Disability while this option is outstanding, then Optionee (or any Trust to which this option is transferred pursuant to a permitted transfer under Paragraph 3) shall have a thirty-six (36)-month period measured from the date of such cessation of Service during which to exercise this option for (i) any or all Option Shares for which this option is vested and exercisable at the time of such cessation of Service and (ii) any additional Option Shares for which this option vests and becomes exercisable during such thirty-six (36)-month period. In no event, however, shall this option be exercisable at any time after the Expiration Date. To the extent Optionee this option is not otherwise vested in one or more and exercisable for all of the Option Shares at the time of Optionee’s cessation of Service by reason of Early Retirement, Normal Retirement or Permanent Disability, this option shall, during the limited period of post-Service exercisability following such cessation of Service, continue to vest and become exercisable for one or more additional Option Shares in accordance with the Exercise Schedule specified in the Grant Notice or the special vesting acceleration provisions of Paragraph 6, as if Optionee continued in Service throughout that limited exercise period. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall immediately terminate and cease to be outstanding for any exercisable Option Shares for which the option has not otherwise been exercised. (d) The applicable period of post-Service exercisability in effect pursuant to the foregoing provisions of this Paragraph 5 shall automatically be extended by an additional period of time equal in duration to any interval within such post-Service exercise period during which the exercise of this option or the immediate sale of the Option Shares acquired under this option cannot be effected in compliance with respect to applicable federal and state securities laws, but in no event shall such Option Sharesan extension result in the continuation of this option beyond the Expiration Date. (e) Should Optionee’s 's Service be terminated for Misconduct Cause, or should Optionee otherwise (i) engage in Misconduct any post-Service activity, whether as an Employee, consultant or advisor or in any other capacity, that is competitive with the business operations of the Corporation (or any Subsidiary or Parent) or (ii) engage in any other conduct, while this Option in Service or following cessation of Service, that is outstandingmaterially detrimental to the business or affairs of the Corporation (or any Subsidiary or Parent), as determined in the sole discretion of the Plan Administrator, then this Option option, whether or not vested and exercisable, shall terminate immediately and cease to remain outstanding be outstanding. (f) Except as otherwise expressly provided in the preceding subparagraphs of this Paragraph 5, during the limited period of post-Service exercisability, this option may not be exercised in the aggregate for more than the number of Option Shares for which this option is, at the time of Optionee’s cessation of Service, vested and Optionee exercisable pursuant to the Exercise Schedule specified in the Grant Notice or the special vesting acceleration provisions of Paragraph 6. Except as otherwise provided in this Paragraph 5 or except to the extent (if any) specifically authorized by the Plan Administrator pursuant to an express written agreement with the Optionee, this option shall have no right to exercise vested not vest or unvested become exercisable for any additional Option Shares, whether pursuant to the normal Exercise Schedule specified in the Grant Notice or the special vesting acceleration provisions of Paragraph 6, following the Optionee’s cessation of Service. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this option shall terminate and cease to be outstanding for any exercisable Option Shares for which the option has not otherwise been exercised.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option option is transferred pursuant to a permitted transfer under Section II(3)Paragraph 3) shall have a period of three thirty (330) months days (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while this Option option is outstanding, then the personal representative of Optionee’s estate or the person or persons to whom the Option option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or to whom the Option option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Section II(3) Paragraph 3 shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option option and if Optionee has an effective beneficiary designation in effect for this Option option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option option following Optionee’s death. Any such right to exercise this Option option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve six (12)-month 6)-month period measured from the date of Optionee’s death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option option is transferred pursuant to a permitted transfer under Section II(3)Paragraph 3) shall have a period of twelve six (126) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. Note: Exercise of this option on a date later than three (3) months following cessation of Service due to Disability will result in loss of favorable Incentive Option treatment, unless such Disability constitutes Permanent Disability. In the event that Incentive Option treatment is not available, this option will be taxed as a Non-Statutory Option upon exercise. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option Shares in which Optionee is, at the time of Optionee’s cessation of Service, vested pursuant to the Vesting Schedule specified in the Grant Notice or the special vesting acceleration provisions of Section II(4)Paragraph 6. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of Optionee’s cessation of Service, this Option option shall immediately terminate and cease to be outstanding with respect to such Option Sharesthose shares. (e) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option option is outstanding, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (ai) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons to whom the period during which this Option is transferred pursuant option may be exercised shall be limited to a permitted transfer under Section II(3)) shall have a period of three (3) months (3)-month period commencing with the date of such cessation of Service) during which to exercise this Option. In no event, but in no event however, shall this Option option be exercisable at any time after the Expiration Date. (bii) Should Optionee die dies while holding this Option is outstandingoption, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) descent and distribution shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive Such right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option option shall cease to be outstanding, upon the earlier EARLIER of (iA) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's death or (iiB) the Expiration Date. (ciii) Should Optionee cease Service by reason of Permanent Disability while this Option option is outstanding, then Optionee (or any person or persons the period during which this option may be exercised shall be limited to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (12)-month period commencing with the date of such cessation of Service) during which to exercise this Option. In no event event, however, shall this Option option be exercisable at any time after the Expiration Date. (div) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested otherwise exercisable Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of However, this option shall, immediately upon Optionee’s 's cessation of ServiceService for any reason, this Option shall immediately terminate and cease to be outstanding with respect to such any and all Option SharesShares for which this option is not otherwise at that time exercisable. (ev) Should Optionee’s 's Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstandingMisconduct, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Disability death or MisconductDisability) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while this Option option is outstanding, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) descent and distribution shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries Such right shall have the exclusive right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, lapse and this Option option shall cease to be outstanding, outstanding upon the earlier EARLIER of (i) the expiration of the twelve (12)-month 12)- month period measured from the date of Optionee’s 's death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve six (126) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. However, should such Disability be deemed to constitute Permanent Disability, then the period during which this option is to remain exercisable shall be extended by an additional six (6) months so that the exercise period shall be the twelve (12)-month period following the date of Optionee's cessation of Service by reason of such Permanent Disability. In no event shall this Option option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option may not be exercised in the aggregate for more than the number of Option Shares in which Optionee is, at the time of Optionee’s cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding for any vested Option Shares for which the Option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of Optionee’s cessation of Service, this Option shall immediately terminate and cease to be outstanding with respect to such Option Shares. (e) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstanding, then this Option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Shares.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (ai) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while this Option option is outstanding, then Optionee this option shall remain exercisable until the earlier of (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)i) shall have a period the expiration of the three (3) months (commencing with 3)-month period measured from the date of such cessation of ServiceService or (ii) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date. (bii) Should Optionee die while holding this Option is outstandingoption, then the personal representative of Optionee’s estate or 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 Section II(3) Beneficiary shall have the right to exercise this Option. However, if option until the earlier of (A) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (B) the Expiration Date. (iii) Should Optionee dies cease Service by reason of Permanent Disability while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her deathoption is outstanding, then the designated beneficiary or beneficiaries this option shall have the exclusive right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option shall cease to be outstanding, upon remain exercisable until the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death such cessation of Service or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while this Option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Option. In no event shall this Option be exercisable at any time after the Expiration Date. (div) During the limited period of applicable post-Service exercisabilityexercise period, this Option option may not be exercised in the aggregate for more than the number of vested Option Shares in for which Optionee is, at the time option is exercisable on the date of Optionee’s cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited the applicable exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of However, this option shall, immediately upon Optionee’s cessation of ServiceService for any reason, this Option shall immediately terminate and cease to be outstanding with respect to such Option Sharesthe extent this option is not otherwise at that time exercisable for vested shares. (ev) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option option is outstanding, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesbe outstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (ai) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (bii) Should Optionee die while this Option option is outstanding, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) descent and distribution shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries Such right shall have the exclusive right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, lapse and this Option option shall cease to be outstanding, outstanding upon the earlier EARLIER of (iA) the expiration of the twelve (12)-month 12)- month period measured from the date of Optionee’s 's death or (iiB) the Expiration Date. (ciii) Should Optionee cease Service by reason of Permanent Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. (div) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of vested Option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more the Option Shares at the time of Optionee’s 's cessation of Service, this Option option shall immediately terminate and cease to be outstanding with respect to such Option Sharesthose shares. (ev) Should Optionee’s 's Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstandingMisconduct, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option option is transferred pursuant to a permitted transfer under Section II(3)Paragraph 3) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while this Option option is outstanding, then the personal representative of Optionee’s estate or the person or persons to whom the Option option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or or, if applicable, the person to whom the Option option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Section II(3) Paragraph 3 shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option option and if Optionee has an effective beneficiary designation in effect for this Option option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option option following Optionee’s death. Any such right to exercise this Option option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option option is transferred pursuant to a permitted transfer under Section II(3)Paragraph 3) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. Note: Exercise of this option on a date later than three (3) months following cessation of Service due to Disability will result in loss of favorable Incentive Option treatment, unless such Disability constitutes Permanent Disability. In the event that Incentive Option treatment is not available, this option will be taxed as a Non-Statutory Option upon exercise. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option Shares in which Optionee is, at the time of Optionee’s cessation of Service, vested pursuant to the Vesting Schedule specified in the Grant Notice or the special vesting acceleration provisions of Section II(4)Paragraph 6. No additional Option Shares shall vest, whether pursuant to the normal Vesting Schedule specified in the Grant Notice or the special vesting acceleration provisions of Paragraph 6, following Optionee’s cessation of Service, except to the extent (if any) specifically authorized by the Plan Administrator pursuant to an express written agreement with Optionee. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of Optionee’s cessation of Service, this Option shall immediately terminate and cease to be outstanding with respect to such Option Shares. (e) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option option is outstanding, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 above shall terminate (and the option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Except as otherwise expressly provided in subparagraphs (b) through (d) of this Paragraph 5, should Optionee cease to remain in Continuous Service for any reason (other than death, Disability or Misconduct) while this Option the option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a until the close of business on the last business day prior to the expiration of the three-(3) year period of three (3) months (commencing with measured from the date of such cessation of Service) Continuous Service during which to exercise this Optionthe option for any or all of the Option Shares for which the option is at the time of such cessation of Continuous Service vested and exercisable, but in no event shall this Option the option be exercisable at any time after the close of business on the last business day prior to the Expiration Date. (b) Should Optionee die Optionee’s Continuous Service terminate by reason of his or her death while this Option the option is outstanding, then the personal representative Option Shares shall fully vest and the option may be exercised for any or all of Optionee’s estate or the Option Shares at the time subject to the option by the person or persons to whom the Option option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Paragraph 3 above or, in the absence of any such transfer, by: (i) the designated beneficiary or beneficiaries under any beneficiary designation in effect for the option at the time of Optionee’s death, (ii) the personal representative of Optionee’s estate, or (iii) 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 death, as the Option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Section II(3) shall have the case may be. Any right to exercise this Option. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option following Optionee’s death. Any such right to exercise this Option option shall lapse, and this Option the option shall cease to be outstanding, upon the close of business on the last business day prior to the earlier of (i) the expiration of the twelve (12)-month three-(3) year period measured from the date of Optionee’s death or (ii) the Expiration Date. Upon the expiration of such limited exercise period, the option shall terminate and cease to be outstanding for any exercisable Option Shares for which the option has not otherwise been exercised. (c) Should Optionee cease Service by reason The applicable period of Disability while this Option is outstanding, then Optionee (or any person or persons to whom this Option is transferred post-service exercisability in effect pursuant to a permitted transfer under Section II(3)) the foregoing provisions of this Paragraph 5 shall have a automatically be extended by an additional period of twelve (12) months (commencing with the date of time equal in duration to any interval within such cessation of Service) post-service exercise period during which to the exercise this Option. In of the option or the immediate sale of the Option Shares acquired under the option cannot be effected in compliance with applicable federal, state and foreign securities laws, but in no event shall this Option be exercisable at any time after such an extension result in the continuation of the option beyond the close of business on the last business day prior to the Expiration Date. (d) Should Optionee’s Continuous Service terminate for Cause, or should Optionee engage in any other conduct, while in such service or following cessation of Continuous Service, that is materially detrimental to the business or affairs of the Company (or any Related Entity), as determined in the sole discretion of the Administrator, then the option shall terminate immediately and cease to be outstanding. (e) For purposes of the foregoing provisions of this Paragraph 5, Optionee shall not be deemed to cease Continuous Service if Optionee continues to serve the Company as a Director Emeritus immediately following his or her cessation of service as a Board member without an intervening break in Continuous Service. (f) During the limited period of post-Service exercisabilityservice exercisability provided under this Paragraph 5, this Option the option may not be exercised in the aggregate for more than the number of Option Shares in for which Optionee is, the option is at the time of vested and exercisable. Except to the extent (if any) specifically authorized by the Administrator pursuant to an express written agreement with Optionee’s cessation of Service, vested the option shall not vest or become exercisable for any additional Option Shares, whether pursuant to the Vesting Schedule exercise/vesting schedule set forth in Paragraph 1 above or the special vesting acceleration provisions of Section II(4)Paragraph 6 below, following Optionee’s cessation of Continuous Service. Upon the expiration of such limited exercise period or (if earlier) upon the close of business on the last business day prior to the Expiration Date, this Option the option shall terminate and cease to be outstanding for any vested exercisable Option Shares for which the Option option has not otherwise been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of Optionee’s cessation of Service, this Option shall immediately terminate and cease to be outstanding with respect to such Option Shares. (e) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstanding, then this Option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Shares.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (ai) Should Optionee cease to remain in Service for any reason (other than death, Disability death or MisconductPermanent Disability) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (bii) Should Optionee die while holding this Option is outstandingoption, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) descent and distribution shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive Such right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month 12)- month period measured from the date of Optionee’s 's death or (ii) the Expiration Date. (ciii) Should Optionee cease Service by reason of Permanent Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. (div) During the limited period of applicable post-Service exercisabilityexercise period, this Option option may not be exercised in the aggregate for more than the number of Option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested exercisable Option Shares for which the Option option has not otherwise been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of However, this option shall, immediately upon Optionee’s 's cessation of Service, this Option shall immediately terminate and cease to be outstanding with respect to such any Option SharesShares for which the option is not otherwise at that time exercisable. (ev) Should this option, in connection with Optionee’s Service be terminated 's cessation of Service, become exercisable for Misconduct one or should Optionee otherwise engage in Misconduct while this more Option is outstandingShares on an accelerated basis pursuant to the provisions of the attached Special Addendum, then the period for which this Option shall terminate immediately and cease option is to remain outstanding exercisable following such cessation of Service shall be governed by the applicable provisions of that Addendum, and Optionee those provisions shall have no right supersede any provision to exercise vested or unvested Option Sharesthe contrary in this Paragraph 5.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while holding this Option is outstandingoption, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while holding this Option is outstandingoption, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) shall have the right to exercise this Optionoption. However, if Optionee dies while holding has designated one or more beneficiaries of this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her deathoption, then the designated beneficiary or beneficiaries those persons shall have the exclusive right to exercise this Option option following Optionee’s 's death. Any such right to exercise this Option option shall lapse, and this Option option shall cease to be outstanding, upon the earlier EARLIER of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Permanent Disability while holding this Option is outstandingoption, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested exercisable Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of However, this option shall, immediately upon Optionee’s 's cessation of ServiceService for any reason, this Option shall immediately terminate and cease to be outstanding with respect to such any Option SharesShares for which this option is not otherwise at that time exercisable. (e) Should Optionee’s 's Service be terminated for Misconduct or should Optionee otherwise engage in any Misconduct while this Option option is outstanding, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Involuntary Termination, Retirement, Permanent Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option option is transferred pursuant to a permitted transfer under Section II(3)Paragraph 3) shall have a period of three (3) months (commencing with the first date of following such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while this Option option is outstanding, then this option may be exercised by (i) the personal representative of Optionee’s estate or (ii) the person or persons to whom the Option option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or to whom the Option option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Section II(3) shall have Paragraph 3, as the right to exercise this Optioncase may be. However, if Optionee dies while holding this Option option and if Optionee has an effective beneficiary designation in effect for this Option option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option option following Optionee’s death. Any such right to exercise this Option option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from following the date of Optionee’s death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Involuntary Termination, Retirement or Permanent Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option option is transferred pursuant to a permitted transfer under Section II(3)Paragraph 3) shall have a period of twelve (12) months (commencing with the first date of following such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. Note: If this option is designated as an Incentive Option in the Grant Notice, exercise of this option on a date later than three (3) months following cessation of Service due to Involuntary Termination or Retirement will result in the loss of Incentive Option tax treatment. In the event Incentive Option tax treatment is not available, this option will be taxed as a Non-Statutory Option upon exercise. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option Shares in for which Optionee this option is, at the time of Optionee’s cessation of Service, vested and exercisable pursuant to the Vesting Exercise Schedule specified in the Grant Notice. This option shall not vest or become exercisable for any additional Option Shares, whether pursuant to the special vesting acceleration provisions normal Exercise Schedule specified in the Grant Notice, following the Optionee’s cessation of Section II(4)Service, except to the extent (if any) specifically authorized by the Plan Administrator pursuant to an express written agreement with the Optionee. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested exercisable Option Shares for which the Option option has not otherwise been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of Optionee’s cessation of Service, this Option shall immediately terminate and cease to be outstanding with respect to such Option Shares. (e) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in any Misconduct while this Option option is outstanding, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (ai) Should Optionee cease to remain in Service for any reason (other than death, Disability or Misconductas specified in any of paragraphs (ii) through (vii) below) while this Option option is outstanding, then Optionee this option shall remain exercisable until the earlier of (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)A) shall have a period the expiration of the three (3) months (commencing with 3)-month period measured from the date of such cessation of ServiceService or (B) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date. (bii) Should Optionee die while this Option option is outstanding, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) descent and distribution shall have the right to exercise this Option. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries Such right shall have the exclusive right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, lapse and this Option option shall cease to be outstanding, outstanding upon the earlier of (iA) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's death or (iiB) the Expiration Date. (ciii) Should Optionee cease Service by reason of Disability while this Option option is outstanding, then Optionee this option shall remain exercisable until the earlier of (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)A) shall have a period the expiration of the twelve (12) months (commencing with 12)-month period measured from the date of such cessation of ServiceService or (B) during which to exercise this Option. In no event shall this Option be exercisable at any time after the Expiration Date. (div) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option vested option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option has not been exercised. To the extent Optionee is not vested in one or more the Option Shares at the time of Optionee’s 's cessation of Service, this Option option shall immediately terminate and cease to be outstanding with respect to such Option Sharesthose shares. (ev) Should Optionee’s 's Service be terminated by the Corporation for Misconduct Cause or should Optionee otherwise engage terminate his or her Service in Misconduct while this Option is outstandingbreach of the Employment Agreement, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall -------------------- terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while this Option option is outstanding, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive Such right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of vested Option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more the Option Shares at the time of Optionee’s 's cessation of Service, this Option option shall immediately terminate and cease to be outstanding with respect to such Option Sharesthose shares. (e) Should Optionee’s 's Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstandingMisconduct, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The (a) Should Optionee die while the Option is outstanding, then 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 inheritance shall have the right to exercise the Option. Such right shall lapse, and the Option shall terminate (and cease to be outstanding, upon the earlier of (A) prior to the expiration of the six (6)-month period measured from the date of Optionee’s death or (B) the Expiration Date should any of the following provisions become applicable:Date. (ab) Should Optionee cease to remain in Service for by reason of Permanent Disability while the Option is outstanding, then the Optionee shall have a period of six (6) months (commencing with the date of such cessation of Service) during which to exercise the Option. In no event shall the Option be exercisable at any reason time after the Expiration Date. (other than death, Disability or Misconductc) Should the Optionee’s Service be terminated due to an Involuntary Termination while this Option is outstanding, then Optionee (or any person or persons the right to whom exercise this Option is transferred pursuant to a permitted transfer under Section II(3)) shall be fully vested and the Optionee shall have a period of three twelve (312) months (commencing with the date of such cessation of Service) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date. (bd) Should the Optionee die terminate Service voluntarily (other than an Involuntary Termination) while this Option is outstanding, then the personal representative Option shall immediately terminate and cease to be exercisable with respect to the number of Optionee’s estate or 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 Section II(3) shall have Shares for which the right to exercise this Option. However, if Optionee dies while holding Option has not then vested under this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapseAgreement, and this Option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while this Option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve three (123) months (commencing with the date of such cessation of Service) during which to exercise this Option. In Option for the remainder of the Option Shares, but in no event shall this Option be exercisable at any time after the Expiration Date. (de) During the limited period of post-Service exercisability, this the Option may not be exercised in the aggregate for more than the number of Shares for which the Option Shares in which Optionee is, is exercisable at the time of Optionee’s cessation of Service, vested pursuant Service according to the Vesting Schedule or Schedule, except in the special vesting acceleration provisions event of Section II(4)an Involuntary Termination as specified in Paragraph 2(c) above. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this the Option shall terminate and cease to be outstanding for any vested Option otherwise exercisable Shares for which the Option has not been exercised. To Except as provided for in Paragraph 2(c) above, to the extent Optionee the Option is not vested in exercisable for one or more Option Shares at the time of Optionee’s cessation of Service, this the Option shall immediately terminate and cease to be outstanding with respect to such Option those Shares. (ef) Should Optionee’s Service be terminated Terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstandingCause, then this the Option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesupon the Optionee’s termination of Service.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option option is transferred pursuant to a permitted transfer under Section II(3)Paragraph 3) shall have a period of three (3) months (commencing with 3)-month period measured from the date of such cessation of Service) Service during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while this Option option is outstanding, then this option may be exercised by (i) the personal representative of Optionee’s estate or (ii) the person or persons to whom the Option option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or to whom the Option option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Section II(3) shall have Paragraph 3, as the right to exercise this Optioncase may be. However, if Optionee dies while holding this Option option and if Optionee has an effective beneficiary designation in effect for this Option option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option option following Optionee’s death. Any such right to exercise this Option option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Permanent Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option option is transferred pursuant to a permitted transfer under Section II(3)Paragraph 3) shall have a period of twelve (12) months (commencing with 12)-month period measured from the date of such cessation of Service) Service during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option Shares in for which Optionee this option is, at the time of Optionee’s cessation of Service, vested and exercisable pursuant to the Vesting Exercise Schedule specified in the Grant Notice or the special vesting acceleration provisions of Section II(4)Paragraph 6. This option shall not vest or become exercisable for any additional Option Shares, whether pursuant to the normal Exercise Schedule specified in the Grant Notice or the special vesting acceleration provisions of Paragraph 6, following the Optionee’s cessation of Service, except to the extent (if any) specifically authorized by the Plan Administrator pursuant to an express written agreement with the Optionee. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested exercisable Option Shares for which the Option option has not otherwise been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of Optionee’s cessation of Service, this Option shall immediately terminate and cease to be outstanding with respect to such Option Shares. (e) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in any Misconduct while this Option option is outstanding, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Disability or Misconduct) while holding this Option is outstandingoption, then Optionee (or any person or persons to whom this Option option is transferred pursuant to a permitted transfer under Section II(3)Paragraph 3) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while holding this Option is outstandingoption, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option option is transferred pursuant to Optionee’s 's will or the laws of inheritance following Optionee’s 's death or to whom the Option option is transferred during Optionee’s 's lifetime pursuant to a permitted transfer under Section II(3) Paragraph 3 shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option option and if Optionee has an effective beneficiary designation in effect for this Option option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option option following Optionee’s 's death. Any such right to exercise this Option option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while holding this Option is outstandingoption, then Optionee (or any person or persons to whom this Option option is transferred pursuant to a permitted transfer under Section II(3)Paragraph 3) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option Shares in for which Optionee this option is, at the time of Optionee’s 's cessation of Service, vested pursuant to exercisable in accordance with the Vesting Exercise Schedule or specified in the special vesting acceleration provisions of Section II(4)Grant Notice. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee this option is not vested in one or more Option Shares exercisable at the time of Optionee’s 's cessation of Service, this Option option shall immediately terminate and cease to be outstanding with respect to such for any exercisable Option SharesShares for which the option has not been exercised. (e) Should Optionee’s 's Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while holding this Option is outstandingoption, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (ai) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while this Option option is outstanding, then Optionee the period during which this option may be exercised shall be limited to the one (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a 1)-month period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Option, but in no event shall this Option option be exercisable at any time after the Expiration Date. (bii) Should Optionee die while holding this Option is outstandingoption, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) descent and distribution shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive Such right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (iA) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's death or (iiB) the Expiration Date. (ciii) Should Optionee cease Service by reason of Permanent Disability while this Option option is outstanding, then Optionee (or any person or persons the period during which this option may be exercised shall be limited to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of the twelve (12) months (12)-month period commencing with the date of such cessation of Service) during which to exercise this Option. In no event shall this Option option be exercisable at any time after the Expiration Date. (div) Should Optionee's Service be terminated for Misconduct or should Optionee otherwise engage in any Misconduct while this option is outstanding, then this option shall terminate immediately and cease to remain outstanding. (v) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option Shares in for which Optionee is, this option is exercisable at the time of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested exercisable Option Shares for which the Option option has not otherwise been exercised. To the extent Optionee this option is not vested in exercisable for one or more Option Shares at the time of Optionee’s 's cessation of Service, this Option option shall immediately terminate and cease to be outstanding with respect to such Option Sharesthose shares. (evi) Should Optionee’s Service be terminated In the event of a Corporate Transaction or Change in Control, the provisions of Paragraph 6 shall govern the period for Misconduct or should Optionee otherwise engage in Misconduct while which this Option option is outstanding, then this Option shall terminate immediately and cease to remain outstanding exercisable following Optionee's cessation of Service and Optionee shall have no right supersede any provisions to exercise vested or unvested Option Sharesthe contrary in this Paragraph 5.

Cessation of Service. The Option term specified in Paragraph 2 shall terminate (and this Option shall cease to be outstanding) prior to the Expiration Date should any of in accordance with the following provisions become applicableprovisions: (ai) Notwithstanding anything herein to the contrary, if a Triggering Event has not occurred by the third anniversary of the Vesting Commencement Date, the option shall immediately terminate and cease to be outstanding. (ii) Should Optionee cease Service by reason of an Involuntary Termination, then Optionee's right to remain in Service for any reason (other than death, Disability or Misconduct) while exercise this Option is shall lapse, and this Option shall cease to be outstanding, then Optionee upon the later of (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)a) shall have a the expiration of the twelve (12) month period of three (3) months (commencing with measured from the date of such Optionee's cessation of ServiceService or (b) during which to exercise this Option, but the expiration of Optionee's initial five-year employment term as set forth in the Employment Agreement. In no event shall this Option be exercisable at any time after the Expiration Date. (biii) Should Optionee die while cease Service by reason of Justification, then to the extent this Option is outstanding, then the personal representative of Optionee’s estate or 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 Section II(3) shall have the right to exercise this Option. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option otherwise exercisable at the time of his or her deathsuch cessation of Service, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option following Optionee’s death. Any such 's right to exercise this Option shall lapse, and this Option shall cease to be outstanding, upon the earlier of (ia) the expiration of the twelve (12)-month 12) month period measured from the date of Optionee’s death 's cessation of Service or (iib) the Expiration Date. (c) Should Optionee cease Service by reason expiration of Disability while this Option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with Optionee's initial five-year employment term as set forth in the date of such cessation of Service) during which to exercise this OptionEmployment Agreement. In no event shall this Option be exercisable at any time after the Expiration Date. (iv) Should Optionee cease Service for any reason other than (a) an Involuntary Termination, (b) a termination for Cause, (c) Optionee's death or Permanent Disability, or (d) During Justification, then to the limited period of post-Service exercisability, extent this Option may not be exercised in the aggregate for more than the number of Option Shares in which Optionee is, is otherwise exercisable at the time of Optionee’s such cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding for any vested Option Shares for which the Option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of Optionee’s cessation of Service, this Option shall immediately terminate and cease to be outstanding with respect to such Option Shares. (e) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstanding, then this Option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Shares.'s right

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons to whom the period for exercising this Option is transferred pursuant option shall be reduced to a permitted transfer under Section II(3)) shall have a period of three (3) months (3)-month period commencing with the date of such cessation of Service) during which to exercise this Option, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while holding this Option is outstandingoption, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive Such right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option option shall cease to be outstanding, upon the earlier EARLIER of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Permanent Disability while this Option option is outstanding, then Optionee (or any person or persons to whom the period for exercising this Option is transferred pursuant option shall be reduced to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (12)-month period commencing with the date of such cessation of Service) during which to exercise this Option. In , but no event shall this Option option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of vested Option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested otherwise exercisable Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of However, this option shall, immediately upon Optionee’s 's cessation of ServiceService for any reason, this Option shall immediately terminate and cease to be outstanding with respect to such any Option SharesShares for which this option is not otherwise at that time exercisable. (e) Should Optionee’s 's Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstandingMisconduct, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (ai) Should Optionee cease to remain in Service for any reason (other than death, Disability or Misconductas specified in any of paragraphs (ii) through (v) below) while this Option option is outstanding, then Optionee this option shall remain exercisable until the earlier of (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)A) shall have a period the expiration of the three (3) months (commencing with 3)-month period measured from the date of such cessation of ServiceService or (B) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date. (bii) Should Optionee die while this Option option is outstanding, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) descent and distribution shall have the right to exercise this Option. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries Such right shall have the exclusive right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, lapse and this Option option shall cease to be outstanding, outstanding upon the earlier of (iA) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's death or (iiB) the Expiration Date. (ciii) Should Optionee cease Service by reason of Disability while this Option option is outstanding, then Optionee this option shall remain exercisable until the earlier of (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)A) shall have a period the expiration of the twelve (12) months (commencing with 12)-month period measured from the date of such cessation of ServiceService or (B) during which to exercise this Option. In no event shall this Option be exercisable at any time after the Expiration Date. (div) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option vested option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option has not been exercised. To the extent Optionee is not vested in one or more the Option Shares at the time of Optionee’s 's cessation of Service, this Option option shall immediately terminate and cease to be outstanding with respect to such Option Sharesthose shares. (ev) Should Optionee’s 's Service be terminated by the Corporation for Misconduct Cause or should by Optionee otherwise engage in Misconduct while this Option is outstandingbreach of the Employment Agreement, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Disability death or MisconductPermanent Disability) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option option is transferred pursuant to a permitted transfer under Section II(3)Paragraph 3) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while this Option option is outstanding, then the personal representative of Optionee’s estate or the person or persons to whom the Option option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or to whom the Option option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Section II(3) Paragraph 3 shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option option and if Optionee has an effective beneficiary designation in effect for this Option option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option option following Optionee’s death. Any such right to exercise this Option option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Permanent Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option option is transferred pursuant to a permitted transfer under Section II(3)Paragraph 3) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested exercisable Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of However, this option shall, immediately upon Optionee’s cessation of ServiceService for any reason, this Option shall immediately terminate and cease to be outstanding with respect to such any Option SharesShares for which this option is not otherwise at that time exercisable. (e) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstanding, then this Option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Shares.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while holding this Option is outstandingoption, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while holding this Option is outstandingoption, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) shall have the right to exercise this Optionoption. However, if Optionee dies while holding has designated one or more beneficiaries of this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her deathoption, then the designated beneficiary or beneficiaries those persons shall have the exclusive right to exercise this Option option following Optionee’s 's death. Any such Such right to exercise this Option shall lapse, and this Option option shall cease to be outstanding, upon the earlier EARLIER of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Permanent Disability while holding this Option is outstandingoption, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested exercisable Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of However, this option shall, immediately upon Optionee’s 's cessation of ServiceService for any reason, this Option shall immediately terminate and cease to be outstanding with respect to such any Option SharesShares for which this option is not otherwise at that time exercisable. (e) Should Optionee’s 's Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstandingMisconduct, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date and any Post-Service Shares acquired upon exercise of this option shall be subject to cancellation should any of the following provisions become applicable: (ai) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date. (b) Should Optionee die while this Option is outstanding, then the personal representative of Optionee’s estate or 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 Section II(3) shall have the right to exercise this Option. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while this Option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, provided Optionee satisfies the Non-Compete Covenant during such twelve (12)-month period. In no event shall this Option option be exercisable at any time after the Expiration Date. (dii) Should Optionee die while this option is outstanding, then 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. Such right shall lapse and this option shall cease to be outstanding upon the earlier of (A) the expiration of the twelve (12)- month period measured from the date of Optionee’s death or (B) the Expiration Date. (iii) Should Optionee cease Service by reason of Permanent Disability while this option is outstanding, then Optionee shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this option. In no event shall this option be exercisable at any time after the Expiration Date. (iv) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of vested Option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more the Option Shares at the time of Optionee’s cessation of Service, this Option option shall immediately terminate and cease to be outstanding with respect to such Option Sharesthose shares. (ev) This option shall terminate immediately and cease to be outstanding upon breach by Optionee of the Non-Compete Covenant. (vi) If Optionee breaches the Non-Compete Covenant at any time during the twelve (12) month period following Optionee’s cessation of Service, then the certificates for the Post-Service Shares (together with any other assets or securities attributable thereto) shall, immediately upon such breach, be surrendered to the Corporation for cancellation concurrently with the payment of the aggregate exercise price paid for such shares to Optionee (or any holder of the Post-Service Shares), and Optionee (or any holder of the Post-Service Shares) shall cease to have any further rights or claims with respect to such Post-Service Shares (or other assets or securities attributable thereto). (vii) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstandingMisconduct, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Disability Permanent Disability, Misconduct or MisconductInvoluntary Termination following a Corporate Transaction or Change in Control) while this Option option is outstanding, then Optionee this option shall terminate upon the earlier of (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)i) shall have a period the expiration of the three (3) months (commencing with month period measured from the date of such cessation of ServiceService or (ii) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the close of business on the Expiration Date. (b) Should Optionee die while this Option option is outstanding, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) shall have the right to exercise this Optionoption. However, if Optionee dies while holding has designated one or more beneficiaries of this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her deathoption, then the designated beneficiary or beneficiaries those persons shall have the exclusive right to exercise this Option option following Optionee’s 's death. Any such right to exercise this Option option shall lapse, and this Option option shall cease to be outstandingterminate, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's death or (ii) the close of business on the Expiration Date. (c) Should Optionee cease Service by reason of Permanent Disability while this Option option is outstanding, then Optionee this option shall terminate upon the earlier of (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)i) shall have a period the expiration of the twelve (12) months (commencing with month period measured from the date of such cessation of ServiceService or (ii) during which to exercise this Option. In no event shall this Option be exercisable at any time after the close of business on the Expiration Date. (d) Should Optionee's Service terminate by reason of an Involuntary Termination within twelve (12) months following a Corporate Transaction or Change in Control while this option is outstanding, then this option shall terminate upon the earlier of (i) the expiration of the twelve (12) month period measured from the date of the Optionee's Involuntary Termination or (ii) the close of business on the Expiration Date. (e) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested exercisable Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of However, this option shall, immediately upon Optionee’s 's cessation of ServiceService for any reason, this Option shall immediately terminate and cease to be outstanding with respect to such any Option SharesShares for which this option is not otherwise at that time exercisable. (ef) Should Optionee’s 's Service be terminated for Misconduct or should Optionee otherwise engage in any Misconduct while this Option option is outstanding, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Section 1 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Disability or MisconductCause) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option option is transferred pursuant to a permitted transfer under Section II(3)3) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while this Option option is outstanding, then the personal representative of Optionee’s estate or the person or persons to whom the Option option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or to whom the Option option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Section II(3) 3 shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option option and if Optionee has an effective beneficiary designation in effect for this Option option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option option following Optionee’s death. Any such right to exercise this Option option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option option is transferred pursuant to a permitted transfer under Section II(3)3) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option may not be exercised in the aggregate for more than the number of Option Shares in which Optionee is, at the time of Optionee’s cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding for any vested Option Shares for which the Option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of Optionee’s cessation of Service, this Option shall immediately terminate and cease to be outstanding with respect to such Option Shares. (e) Should Optionee’s Service be terminated for Misconduct Cause or should Optionee otherwise engage in Misconduct Cause while this Option option is outstanding, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption; ;provided, but however, that if the vesting of any installment of such option is based upon the consummation of a Qualifying Transaction prior to the Expiration Date, which has not yet occurred, and all other vesting requirements with respect to such option have been fulfilled at the time of cessation of Service, then the Participant shall have forty-five (45) days from the date of a Qualifying Transaction during which to exercise any such installment of the option. Notwithstanding the foregoing, in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while this Option option is outstanding, then the personal representative of Optionee’s estate or the person or persons to whom the Option 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 Section II(3) shall have the right to exercise this Option. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option following Optionee’s deathoption. Any such right to exercise this Option option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or death; provided, however, that if the vesting of any installment of such option is based upon the consummation of a Qualifying Transaction prior to the Expiration Date, which has not yet occurred, and all other vesting requirements with respect to such option have been fulfilled at the time of cessation of Service, then the option shall lapse and cease to be outstanding upon the expiration of the twelve (ii) 12)-month period measured from the date a Qualifying Transaction is consummated. Notwithstanding the foregoing, in no event shall this option be exercisable at any time after the Expiration Date. (c) Should Optionee cease Service by reason of Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, provided, however, that if the vesting of any installment of such option is based upon the consummation of a Qualifying Transaction prior to the Expiration Date, which has not yet occurred, and all other vesting requirements with respect to such option have been fulfilled at the time of cessation of Service, then the Participant shall have twelve 12 months from the date of a Qualifying Transaction in which the exercise any such option. In Notwithstanding the foregoing, in no event shall this Option option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option Shares in for which Optionee this option is, at the time of Optionee’s cessation of Service, vested and exercisable pursuant to the Vesting Schedule specified in the Grant Notice or the special vesting acceleration provisions of Section II(4)Paragraph 6. This option shall not become exercisable for any additional Option Shares whether pursuant to the Vesting Schedule specified in the Grant Notice or the special vesting acceleration provisions of Paragraph 6, following Optionee’s cessation of Service, except to the extent (if any) specifically authorized by the Plan Administrator pursuant to an express written agreement with Optionee. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of Optionee’s cessation of Service, this Option shall immediately terminate and cease to be outstanding with respect to such Option Shares. (e) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option option is outstanding, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right any Option Shares received by Participant upon exercise of this option may be subject to exercise vested or unvested Option Sharesrecoupment by the Company in accordance with Section XI.F of the Plan.

Cessation of Service. The option term specified for each Substitute Option in Paragraph 2 shall terminate (and that Substitute Option shall cease to be outstanding) prior to the Expiration Date specified for that Substitute Option in attached Schedule A should any of the following provisions become applicable: (a) Should Except as otherwise expressly provided in subparagraphs (b) through (e) of this Paragraph 5, should Optionee cease to remain in Service for any reason (other than death, Disability while one or Misconduct) while this Option is more Substitute Options are outstanding, then Optionee (or any person Trust to which one or persons to whom this Option is more Substitute Options are transferred pursuant to a permitted transfer under Section II(3)Paragraph 3) shall have a period of three (3) months (commencing with 3)-month period measured from the date of such cessation of Service) Service during which to exercise this Optioneach such Substitute Option for any or all of the Option Shares for which that Substitute Option is vested and exercisable at the time of Optionee’s cessation of Service, but in no event shall this that Substitute Option be exercisable at any time after the Expiration Date.Date specified for that Substitute Option in attached Schedule A. (b) Should Optionee die Optionee’s Service terminate by reason of his or her death while this Option is one or more Substitute Options are outstanding, then each of those Substitute Options, to the extent not otherwise at that time vested and exercisable for all the Option Shares at the time subject to that Substitute Option, shall immediately vest and become exercisable for all of those Option Shares. Upon Optionee’s death (whether before or after termination of Service) each outstanding Substitute Option may be exercised, for any or all of the Option Shares for which that Substitute Option is vested and exercisable at the time of Optionee’s cessation of Service (including any Option Shares which vest on an accelerated basis should such cessation of Service occur by reason of Optionee’s death), by (i) the personal representative of Optionee’s estate or (ii) the person or persons to whom the that Substitute Option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or (iii) any Trust to whom the which that Substitute Option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Section II(3) shall have Paragraph 3, as the right to exercise this Optioncase may be. However, if Optionee dies while holding this Option one or more Substitute Options and if Optionee has an effective beneficiary designation in effect for this Option those Substitute Options at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option those Substitute Options following Optionee’s death. Any such right to exercise this Option the Substitute Options shall lapse, and this each such Substitute Option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (ii) the Expiration Date specified for that Substitute Option in attached Schedule A. Upon the expiration of such limited exercise period or (if earlier) upon such Expiration Date, the Substitute Option shall terminate and cease to be outstanding for any exercisable Option Shares for which that Substitute Option has not otherwise been exercised. (c) Should Optionee cease Service by reason of Early Retirement, Normal Retirement or Permanent Disability while this Option is one or more Substitute Options are outstanding, then Optionee (or any person or persons Trust to whom this Option is which those Substitute Options are transferred pursuant to a permitted transfer under Section II(3)Paragraph 3) shall have a thirty-six (36)-month period of twelve (12) months (commencing with measured from the date of such cessation of Service) Service during which to exercise this Optioneach such Substitute Option for (i) any or all Option Shares for which that Substitute Option is vested and exercisable at the time of such cessation of Service and (ii) any additional Option Shares for which that Substitute Option vests and becomes exercisable during such thirty-six (36)-month period. In no event event, however, shall this any such Substitute Option be exercisable at any time after the Expiration Date. (d) During Date specified for that Substitute Option in attached Schedule A. To the limited period extent any Substitute Option is not otherwise vested and exercisable for all of post-Service exercisability, this Option may not be exercised in the aggregate for more than the number of Option Shares in which Optionee is, at the time of Optionee’s cessation of Service by reason of Early Retirement, Normal Retirement or Permanent Disability, that Substitute Option shall, during the limited period of post-Service exercisability following such cessation of Service, vested pursuant continue to vest and become exercisable for one or more additional Option Shares in accordance with the Vesting Exercise Schedule specified for that Substitute Option in attached Schedule A or the special vesting acceleration provisions of Section II(4)Paragraph 6, as if Optionee continued in Service throughout that limited exercise period. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration DateDate specified for that Substitute Option in attached Schedule A, this that Substitute Option shall terminate and cease to be outstanding for any vested exercisable Option Shares for which the that Substitute Option has not otherwise been exercised. To . (d) The applicable period of post-Service exercisability in effect for each Substitute Option pursuant to the extent Optionee is not vested foregoing provisions of this Paragraph 5 shall automatically be extended by an additional period of time equal in one duration to any interval within such post-Service exercise period during which the exercise of that Substitute Option or more the immediate sale of the Option Shares at acquired under that Substitute Option cannot be effected in compliance with applicable federal and state securities laws, but in no event shall such an extension result in the time continuation of Optionee’s cessation of Service, this that Substitute Option shall immediately terminate and cease to be outstanding with respect to such beyond the Expiration Date specified for that Substitute Option Shares.in attached Schedule A. (e) Should Optionee’s Service be terminated for Misconduct Cause, or should Optionee otherwise (i) engage in Misconduct any post-Service activity, whether as an Employee, consultant or advisor or in any other capacity, that is competitive with the business operations of the Corporation (or any Subsidiary or Parent) or (ii) engage in any other conduct, while this Option in Service or following cessation of Service, that is outstandingmaterially detrimental to the business or affairs of the Corporation (or any Subsidiary or Parent), as determined in the sole discretion of the Plan Administrator, then this Option each Substitute Option, whether or not vested and exercisable, shall terminate immediately and cease to remain outstanding be outstanding. (f) Except as otherwise expressly provided in the preceding subparagraphs of this Paragraph 5, during the limited period of post-Service exercisability, no Substitute Option may be exercised in the aggregate for more than the number of Option Shares for which that Substitute Option is, at the time of Optionee’s cessation of Service, vested and Optionee exercisable pursuant to the Exercise Schedule specified for that Substitute Option in attached Schedule A or the special vesting acceleration provisions of Paragraph 6. Except as otherwise provided in this Paragraph 5 or except to the extent (if any) specifically authorized by the Plan Administrator pursuant to an express written agreement with the Optionee, no Substitute Option shall have no right to exercise vested vest or unvested become exercisable for any additional Option Shares, whether pursuant to the normal Exercise Schedule specified for that Substitute Option in attached Schedule A or the special vesting acceleration provisions of Paragraph 6, following the Optionee’s cessation of Service. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date specified for Substitute Option in attached Schedule A, that Substitute Option shall terminate and cease to be outstanding for any exercisable Option Shares for which that Substitute Option has not otherwise been exercised.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option option is transferred pursuant to a permitted transfer under Section II(3)Paragraph 3) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while this Option option is outstanding, then the personal representative of Optionee’s estate or the person or persons to whom the Option option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or to whom the Option option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Section II(3) Paragraph 3 shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option option and if Optionee has an effective beneficiary designation in effect for this Option option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option option following Optionee’s death. Any such right to exercise this Option option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option option is transferred pursuant to a permitted transfer under Section II(3)Paragraph 3) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. Note: Exercise of this option on a date later than three (3) months following cessation of Service due to Disability will result in loss of favorable Incentive Option treatment, unless such Disability constitutes Permanent Disability. In the event that Incentive Option treatment is not available, this option will be taxed as a Non-Statutory Option upon exercise. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option Shares in which Optionee is, at the time of Optionee’s cessation of Service, vested pursuant to the Vesting Schedule specified in the Grant Notice or the special vesting acceleration provisions of Section II(4)Paragraph 6. No additional Option Shares shall vest, whether pursuant to the normal Vesting Schedule specified in the Grant Notice or the special vesting acceleration provisions of Paragraph 6, following the Optionee’s cessation of Service, except to the extent (if any) specifically authorized by the Plan Administrator pursuant to an express written agreement with the Optionee. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of Optionee’s cessation of Service, this Option shall immediately terminate and cease to be outstanding with respect to such Option Shares. (e) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option option is outstanding, then this Option option shall terminate immediately and cease to remain outstanding outstanding. (f) If the exercise of this option following the termination of the Optionee’s Service (other than upon the Optionee’s death, Disability or Misconduct) would either (i) be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act of 1933, as amended, or (ii) subject the Optionee to short-swing liability under Section 16(b) of the 1934 Act, then this option shall terminate on the earlier of (A) the expiration of a period of three (3) months after the termination of the Optionee’s Service during which the exercise of the option would not be in violation of such registration requirements and would not subject the Optionee shall have no right to exercise vested short-swing liability under Section 16(b) of the 1934 Act, or unvested (B) the Expiration Date. Note: Exercise of this option on a date later than three (3) months following cessation of Service will result in loss of favorable Incentive Option Sharestreatment. In the event that Incentive Option treatment is not available, this option will be taxed as a Non-Statutory Option upon exercise.

Cessation of Service. The Option option term specified in Section 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee die while holding this option, then the personal representative of Optionee’s estate or the person or persons to whom the option is transferred pursuant to Optionee’s will or the laws of descent and distribution shall have the right to exercise this option. However, if Optionee has designated one or more beneficiaries of this option, then those persons shall have the exclusive right to exercise this option following Optionee’s death. Any such right to exercise this option shall lapse, and this option shall cease to be outstanding, upon the earlier of (i) the expiration of the six (6)-month period measured from the date of Optionee’s death, or (ii) the Expiration Date. (b) Should Optionee cease Service by reason of Permanent Disability while holding this option, then Optionee shall have a period of six (6) months (commencing with the date of such cessation of Service) during which to exercise this option. In no event shall this option be exercisable at any time after the Expiration Date. (c) Should Optionee cease Service by reason of the retirement policies of the Company or a Subsidiary while holding this option, then Optionee shall have a period of six (6) months (commencing with the date of such cessation of Service) during which to exercise this option. In no event shall this option be exercisable at any time after the Expiration Date. (d) Should Optionee cease to remain in Service for any reason (other than death, retirement, Permanent Disability or MisconductCause) while holding this Option is outstandingoption, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) ), during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (e) In the event of a termination of employment due to death or disability as described in Sections 5(a) or (b) Should or upon retirement described in Section 5(c) if the Optionee die while this Option is outstandinghas attained age 65 prior to retirement, then the personal representative any portion of Optionee’s estate or the person or persons to whom the Option is transferred pursuant not then vested will nevertheless become fully vested and exercisable as of the day prior 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 Section II(3) shall have the right to exercise this Option. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option following Optionee’s death, disability or retirement. Any such right In the event vesting is accelerated pursuant to exercise this Section 5(e), the shares subject to this Option shall lapsebe treated as Non-Statutory Stock Option shares, and to the extent the accelerated portion of this Option shall cease to be outstanding, upon exceeds the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (ii) the Expiration Datedollar limitation in Section 19(d). (cf) Should Optionee cease Optionee’s Service by reason of Disability while this Option is outstandingbe terminated for Cause, then Optionee (or any person or persons this option shall terminate immediately and cease to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Option. In no event shall this Option be exercisable at any time after the Expiration Dateremain outstanding. (dg) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option Shares in which Optionee is, at the time of Optionee’s cessation of Service, vested pursuant to the Vesting Schedule specified in the Grant Notice or the special vesting acceleration provisions of Section II(4)Sections 5(e) and 6. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of Optionee’s cessation of Service, this Option option shall immediately terminate and cease to be outstanding with respect to such Option Sharesthose shares. (e) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstanding, then this Option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Shares.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Except as otherwise expressly provided in subparagraphs (b) through (f) of this Paragraph 5, should Optionee cease to remain in Service for any reason (other than death, Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons person to whom this Option option is transferred pursuant to a permitted transfer under Section II(3)Paragraph 3) shall have a period of three (3) months (commencing with 3)-month period measured from the date of such cessation of Service) Service during which to exercise this Optionoption for any or all of the Option Shares for which this option is vested and exercisable at the time of Optionee's cessation of Service, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while this Option option is outstanding, then this option may be exercised, for any or all of the Option Shares for which this option is vested and exercisable at the time of Optionee's death, by (i) the personal representative of Optionee’s estate or 's estate, (ii) the person or persons to whom the Option option is transferred pursuant to Optionee’s 's will or the laws of inheritance following Optionee’s 's death or (iii) the person or person to whom the Option this option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Section II(3) shall have Paragraph 3, as the right to exercise this Optioncase may be. However, if Optionee dies while holding this Option option and if Optionee has an effective beneficiary designation in effect for this Option option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option option following Optionee’s 's death. Any such right to exercise this Option option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while this Option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Option. In no event shall this Option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option may not be exercised in the aggregate for more than the number of Option Shares in which Optionee is, at the time of Optionee’s cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested exercisable Option Shares for which the Option option has not otherwise been exercised. (c) Should Optionee cease Service by reason of Permanent Disability while this option is outstanding, then Optionee (or any person or persons to whom this option is transferred pursuant to a permitted transfer under Paragraph 3) shall have a twelve (12)-month period measured from the date of such cessation of Service during which to exercise this option. To In no event, however, shall this option be exercisable at any time after the extent Optionee Expiration Date. (d) Should Optionee's Service terminate by reason of an Involuntary Termination within twelve (12) months following a Change in Control while this option is not vested outstanding, then this option shall remain outstanding until the earlier of (i) the expiration of the twelve (12) month period measured from the date of such Involuntary Termination or (ii) the close of business on the Expiration Date. (e) The applicable period of post-Service exercisability in one effect pursuant to the foregoing provisions of this Paragraph 5 shall automatically be extended by an additional period of time equal in duration to any interval within such post-Service exercise period during which the exercise of this option or more the immediate sale of the Option Shares at acquired under this option cannot be effected in compliance with applicable federal and state securities laws, but in no event shall such an extension result in the time continuation of this option beyond the Expiration Date. (f) Should Optionee’s 's Service be terminated for Misconduct, or should Optionee engage in any other conduct, while in Service or following such cessation of Service, that is materially detrimental to the business or affairs of the Corporation (or any Parent or Subsidiary), as determined in the sole discretion of the Plan Administrator, then this option, whether or not vested and exercisable, shall terminate immediately and cease to be outstanding. (g) During the limited period of post-Service exercisability, this option may not be exercised in the aggregate for more than the number of Option Shares for which this option is at the time vested and exercisable. Except to the extent (if any) specifically authorized by the Plan Administrator pursuant to an express written agreement with the Optionee, this option shall immediately not vest or become exercisable for any additional Option Shares, whether pursuant to the normal Exercise Schedule specified in the Grant Notice or the special vesting acceleration provisions of Paragraph 6, following the Optionee's cessation of Service. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this option shall terminate and cease to be outstanding with respect to such for any exercisable Option SharesShares for which the option has not otherwise been exercised. (e) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstanding, then this Option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Shares.

Cessation of Service. The Option option term specified in Paragraph 2 -------------------- shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while this Option option is outstanding, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive Such right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of ------- (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. Note: Exercise of this option on a date later than three (3) months ---- following cessation of Service due to Disability will result in loss of favorable Incentive Option treatment, unless such Disability constitutes Permanent Disability. In the event that Incentive Option treatment is not available, this option will be taxed as a Non- Statutory Option upon exercise. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option Shares in which Optionee is, at the time of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule specified in the Grant Notice or the special vesting acceleration provisions of Section II(4)Paragraph 6. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more the Option Shares at the time of Optionee’s 's cessation of Service, this Option option shall immediately terminate and cease to be outstanding with respect to such Option Sharesthose shares. (e) Should Optionee’s 's Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstandingMisconduct, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while holding this Option is outstandingoption, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while holding this Option is outstandingoption, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive Such right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Permanent Disability while holding this Option is outstandingoption, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of vested Option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of However, this option shall, immediately upon Optionee’s 's cessation of ServiceService for any reason, this Option shall immediately terminate and cease to be outstanding with respect to such any Option Shares. (e) Should Optionee’s Service be terminated for Misconduct or should Shares in which Optionee is not otherwise engage in Misconduct while this Option is outstanding, then this Option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise at that time vested or unvested Option Sharesfor which this option is not otherwise at that time exercisable.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while holding this Option is outstandingoption, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while holding this Option is outstandingoption, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive Such right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Permanent Disability while holding this Option is outstandingoption, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of vested Option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of However, this option shall, immediately upon Optionee’s 's cessation of ServiceService for any reason, this Option shall immediately terminate and cease to be outstanding with respect to such any Option SharesShares in which Optionee is not otherwise at that time vested or for which this option is not otherwise at that time exercisable. (e) Should Optionee’s 's Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstandingMisconduct, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date and any Post-Service Shares acquired upon exercise of this option shall be subject to cancellation should any of the following provisions become applicable: (ai) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date. (b) Should Optionee die while this Option is outstanding, then the personal representative of Optionee’s estate or 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 Section II(3) shall have the right to exercise this Option. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while this Option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, provided Optionee satisfies the Non-Compete Covenant during such twelve (12)-month period. In no event shall this Option option be exercisable at any time after the Expiration Date. (dii) Should Optionee die while this option is outstanding, then 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. Such right shall lapse and this option shall cease to be outstanding upon the earlier of (A) the expiration of the twelve (12)- month period measured from the date of Optionee’s death or (B) the Expiration Date. (iii) Should Optionee cease Service by reason of Permanent Disability while this option is outstanding, then Optionee shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this option. In no event shall this option be exercisable at any time after the Expiration Date. (iv) For purposes of this Agreement, Optionee’s period of Service shall not include any period of notice of termination of employment, whether expressed or implied. Optionee’s date of cessation of Service shall mean the date upon which Optionee ceases active performance of services for the Corporation following the provision of such notification of termination or resignation from Service and shall be determined solely by this Agreement and without reference to any other agreement, written or oral, including Optionee’s contract of employment. (v) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of vested Option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more the Option Shares at the time of Optionee’s cessation of Service, this Option option shall immediately terminate and cease to be outstanding with respect to such Option Sharesthose shares. (evi) This option shall terminate immediately and cease to be outstanding upon breach by Optionee of the Non-Compete Covenant. (vii) If Optionee breaches the Non-Compete Covenant at any time during the twelve (12) month period following Optionee’s cessation of Service, then the certificates for the Post-Service Shares (together with any other assets or securities attributable thereto) shall, immediately upon such breach, be surrendered to the Corporation for cancellation concurrently with the payment of the aggregate exercise price paid for such shares to Optionee (or any holder of the Post-Service Shares), and Optionee (or any holder of the Post-Service Shares) shall cease to have any further rights or claims with respect to such Post-Service Shares (or other assets or securities attributable thereto). (viii) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstandingMisconduct, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 hereof shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while this Option option is outstanding, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 any person or trust to whom the Option all or a portion of this option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Section II(3) in accordance with Paragraph 3 hereof or the designated beneficiary or beneficiaries of this option shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive Such right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Permanent Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of vested Option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of However, this option shall, immediately upon Optionee’s 's cessation of ServiceService for any reason, this Option shall immediately terminate and cease to be outstanding with respect to such any Option SharesShares for which this option is not otherwise at that time exercisable. (e) Should Optionee’s 's Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstandingMisconduct, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 above shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Except as otherwise expressly provided in subparagraphs (b) through (f) of this Paragraph 5, should Optionee cease to remain in Continuous Service for any reason (other than death, Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period until the close of business on the last business day prior to the expiration of the earlier of (i) the expiration of the three (3) months (commencing with 3)-month period measured from the date of such cessation of Continuous Service, or (ii) the Expiration Date, during which to exercise this Option, but in no event shall option for any or all of the Option Shares for which this Option be option is vested and exercisable at the time of Optionee’s cessation of Continuous Service. Upon the expiration of such limited exercise period, this option shall terminate and cease to be outstanding for any time after exercisable Option Shares for which the Expiration Dateoption has not otherwise been exercised. (b) Should In the event Optionee die ceases Continuous Service by reason of his or her death while this Option option is outstanding, then this option may be exercised, for any or all of the Option Shares for which this option is vested and exercisable at the time of Optionee’s cessation of Continuous Service, by (i) the personal representative of Optionee’s estate or (ii) the person or persons to whom the Option 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 Section II(3) shall have the right to exercise this Option. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option following Optionee’s death. Any such right to exercise this Option option shall lapse, and this Option option shall cease to be outstanding, upon the close of business on the last business day prior to the earlier of (iA) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (iiB) the Expiration Date. Upon the expiration of such limited exercise period, this option shall terminate and cease to be outstanding for any exercisable Option Shares for which the option has not otherwise been exercised. (c) Should Optionee cease Continuous Service by reason of Permanent Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period until the close of business on the last business day prior to the earlier of (i) expiration of the twelve (12) months (commencing with 12)-month period measured from the date of such cessation of Continuous Service, or (ii) the Expiration Date, during which to exercise this Optionoption for any or all of the Option Shares for which this option is vested and exercisable at the time of such cessation of Continuous Service. In Upon the expiration of such limited exercise period, this option shall terminate and cease to be outstanding for any exercisable Option Shares for which the option has not otherwise been exercised. (d) Should Optionee (i) cease Continuous Service at least twelve (12) months following the Grant Date and (ii) (x) after attaining age 55 and completing at least ten (10) years of Continuous Service or (y) after attaining age 65, then Optionee shall (1) continue to vest in any unvested options granted hereunder in accordance with the Vesting Schedule set forth on Schedule I as if such Optionee had remained in Continuous Service; and (2) have until the close of business on the last business day prior to the earlier of: (A) expiration of the five (5) year period measured from the date of such cessation of Continuous Service, or (B) the Expiration Date, during which to exercise this option for any or all of the Option Shares for which this option is vested and exercisable at the time of such cessation of Continuous Service or becomes vested and exercisable following such cessation of Continuous Service in accordance with this subparagraph (d). If Optionee, as of December 31, 2018, (I) was in Salary Grade 35 or above, (II) had completed at least three (3) years of Continuous Service, and (III) the sum of Optionee’s attained age and completed years of Continuous Service equals or exceeds seventy (70) years, he or she shall be deemed to satisfy the requirements of subparagraph (d)(ii). Notwithstanding the foregoing, if the Company receives an opinion of counsel that there has been a legal judgment and/or legal development in Optionee’s jurisdiction that would likely result in the favorable treatment applicable to the option pursuant to this subparagraph (d) being deemed unlawful and/or discriminatory, then the Company will not apply this favorable treatment at the time of Optionee’s cessation of Continuous Service, and the option will be treated as set forth in the other subparagraphs of this Paragraph 5, as applicable. (e) The applicable period of post-service exercisability in effect pursuant to the foregoing provisions of this Paragraph 5 shall automatically be extended by an additional period of time equal in duration to any interval within such post-service exercise period during which the exercise of this option or the immediate sale of the Option Shares acquired under this option cannot be effected in compliance with applicable federal, state and foreign securities laws, but in no event shall such an extension result in the continuation of this Option be exercisable at any time after option beyond the close of business on the last business day prior to the Expiration Date. (df) Notwithstanding any other provision hereof, should Optionee’s Continuous Service be terminated for Cause (or for a reason that is comparable to termination for Cause under employment laws in the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any), or should Optionee engage in any other conduct, while in Continuous Service or following cessation of Continuous Service, that is materially detrimental to the business or affairs of the Company (or any Related Entity), as determined in the sole discretion of the Administrator, then this option, whether or not vested and exercisable at the time, shall terminate immediately and cease to be outstanding. (g) During the limited period of post-Service exercisabilityservice exercisability provided under this Paragraph 5, this Option option may not be exercised in the aggregate for more than the number of Option Shares in for which Optionee is, this option is at the time of vested and exercisable. Except as set forth in Section 5(d) or to the extent (if any) specifically authorized by the Administrator pursuant to an express written agreement with Optionee’s cessation of Service, vested this option shall not vest or become exercisable for any additional Option Shares, whether pursuant to the normal Vesting Schedule set forth in attached Schedule I or the special vesting acceleration provisions of Section II(4)Paragraph 6 below, following Optionee’s cessation of Continuous Service. Upon the expiration of such limited exercise period or (if earlier) upon the close of business on the last business day prior to the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested exercisable Option Shares for which the Option option has not otherwise been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of Optionee’s cessation of Service, this Option shall immediately terminate and cease to be outstanding with respect to such Option Shares. (e) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstanding, then this Option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Shares.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Disability death or MisconductPermanent Disability) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option option is transferred pursuant to a permitted transfer under Section II(3)Paragraph 3) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while this Option option is outstanding, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option option is transferred pursuant to Optionee’s 's will or the laws of inheritance following Optionee’s 's death or to whom the Option option is transferred during Optionee’s 's lifetime pursuant to a permitted transfer under Section II(3) Paragraph 3 shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option option and if Optionee has an effective beneficiary designation in effect for this Option option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option option following Optionee’s 's death. Any such right to exercise this Option option shall lapse, and this Option option shall cease to be outstanding, upon the earlier EARLIER of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Permanent Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option option is transferred pursuant to a permitted transfer under Section II(3)Paragraph 3) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested exercisable Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of However, this option shall, immediately upon Optionee’s 's cessation of ServiceService for any reason, this Option shall immediately terminate and cease to be outstanding with respect to such any Option SharesShares for which this option is not otherwise at that time exercisable. (e) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstanding, then this Option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Shares.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (ai) Should Optionee cease to remain in Service for any reason (other than death, Disability death or MisconductPermanent Disability) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a only until the later of the following events in which to exercise this option: (i) the end of the six (6)-month period of three (3) months (commencing with measured from the date of such cessation of ServiceService or (ii) during which the end of the seventy eight (78)-month period measured from the Grant Date. Upon the occurrence of the later of such events, this option shall terminate and cease to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Dateoutstanding. (bii) Should Optionee die while this Option option is outstanding, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) descent and distribution shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive Such right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option option shall cease to be outstanding, upon the earlier later of the following events: (iA) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's death or (iiB) the Expiration end of the seventy eight (78)-month period measured from the Grant Date. Upon the occurrence of the later of such events, this option shall terminate and cease to be outstanding. (ciii) Should Optionee cease Service by reason of Permanent Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period only until the later of the following events in which to exercise this option: (i) the end of the twelve (12) months (commencing with 12)-month period measured from the date of such cessation of ServiceService or (ii) during which the end of the seventy eight (78)-month period measured from the Grant Date. Upon the occurrence of the later of such events, this option shall terminate and cease to exercise this Option. be outstanding. (iv) In no event shall this Option option be exercisable at any time after the Expiration Date. (dv) During On each occasion during the limited period of applicable post-Service exercisabilityexercise period on which this option is exercised, this Option the option may not be exercised in the aggregate for more than the number of Option Shares in which Optionee is, at the time of Optionee’s cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding for any vested Option Shares for which the Option has not been exercised. To option is at that time exercisable in accordance with the extent Optionee is not vested applicable exercise schedule set forth in one or more Option Shares at the time of Optionee’s cessation of Service, this Option shall immediately terminate and cease to be outstanding with respect to such Option SharesGrant Notice. (e) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstanding, then this Option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Shares.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (ai) Should Optionee cease to remain in Service for any reason (other than death, Disability or Misconductas specified in any of paragraphs (ii) through (vii) below) while this Option option is outstanding, then Optionee this option shall remain exercisable until the earlier of (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)A) shall have a period the expiration of the three (3) months (commencing with 3)-month period measured from the date of such cessation of ServiceService or (B) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date. (bii) Should Optionee die while this Option option is outstanding, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) descent and distribution shall have the right to exercise this Option. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries Such right shall have the exclusive right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, lapse and this Option option shall cease to be outstanding, outstanding upon the earlier of (iA) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's death or (iiB) the Expiration Date. (ciii) Should Optionee cease Service by reason of Disability while this Option option is outstanding, then Optionee this option shall remain exercisable until the earlier of (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)A) shall have a period the expiration of the twelve (12) months (commencing with 12)-month period measured from the date of such cessation of ServiceService or (B) during which to exercise this Option. In no event shall this Option be exercisable at any time after the Expiration Date. (div) Should Optionee's Service be terminated by the Corporation prior to the third anniversary of the Closing Date for any reason other than Cause or a breach by Optionee of the Employment Agreement, vesting of the Option Shares shall accelerate so that the Corporation's repurchase right shall lapse with respect to, and Optionee shall acquire a vested interest in, all of the Option Shares as of the effective date of such termination. In such event, this option shall remain exercisable until the earlier of (A) the expiration of the twelve (12)-month period measured from the date of such termination or (B) the Expiration Date. (v) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option vested option Shares in for which Optionee is, the option is exercisable at the time of of, or as a result of, Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option has not been exercised. To the extent Optionee is not vested in one or more the Option Shares at the time of of, or as a result of, Optionee’s 's cessation of Service, this Option option shall immediately terminate and cease to be outstanding with respect to such Option Sharesthose shares. (evi) Should Optionee’s 's Service be terminated by the Corporation for Misconduct Cause or should Optionee otherwise engage terminate his or her Service in Misconduct while this Option is outstandingbreach of the Employment Agreement, then this Option option shall terminate immediately and cease to remain outstanding outstanding. (vii) In the event of a Corporate Transaction, the provisions of Paragraph 6 shall govern the period for which this option is to remain exercisable following Optionee's cessation of Service and Optionee shall have no right supersede any provisions to exercise vested or unvested Option Sharesthe contrary in this paragraph.

Cessation of Service. The Option term specified in Paragraph 2 shall terminate (and this Option shall cease to be outstanding) prior to the Expiration Date should any of in accordance with the following provisions become applicableprovisions: (ai) Should Optionee cease Service by reason of an Involuntary Termination, then Optionee's right to remain in Service for any reason (other than death, Disability or Misconduct) while exercise this Option is shall lapse, and this Option shall cease to be outstanding, then Optionee upon the later of (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)a) shall have a the expiration of the twelve (12) month period of three (3) months (commencing with measured from the date of such Optionee's cessation of ServiceService or (b) during which to exercise this Option, but the expiration of Optionee's initial five-year employment term as set forth in the Employment Agreement. In no event shall this Option be exercisable at any time after the Expiration Date. (bii) Should Optionee die while this Option is outstandingcease Service by reason of Justification, then the personal representative of Optionee’s estate or 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 Section II(3) shall have the right to exercise this Option. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option following Optionee’s death. Any such 's right to exercise this Option shall lapse, and this Option shall cease to be outstanding, upon the earlier of (ia) the expiration of the twelve (12)-month 12) month period measured from the date of Optionee’s death 's cessation of Service or (iib) the Expiration Date. (c) Should Optionee cease Service by reason expiration of Disability while this Option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with Optionee's initial five-year employment term as set forth in the date of such cessation of Service) during which to exercise this OptionEmployment Agreement. In no event shall this Option be exercisable at any time after the Expiration Date. (iii) Should Optionee cease Service for any reason other than (a) an Involuntary Termination, (b) a termination for Cause, (c) Optionee's death or Permanent Disability or (d) During the limited period of post-Service exercisabilityJustification, then Optionee's right to exercise this Option may not shall lapse and this Option cease to be exercised in outstanding, upon the aggregate for more than the number earlier of Option Shares in which Optionee is, at the time of Optionee’s cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon (x) the expiration of such limited exercise the ninety (90) day period measured from the date of Optionee's cessation of Service or (if earliery) upon the Expiration Date. (iv) Should Optionee's Service be terminated for Cause, this Option shall terminate and cease to be outstanding for any vested Option Shares for which the Option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of Optionee’s cessation of Service, then this Option shall immediately terminate and cease to be outstanding with respect to such Option Sharesoutstanding. (ev) Should Optionee cease Service by reason of his death, then the personal representative of Optionee’s Service be terminated for Misconduct 's estate or should Optionee otherwise engage in Misconduct while this the person or persons to whom the Option is outstandingtransferred pursuant to Optionee's will or in accordance with the laws of descent and distribution or, then this if the Option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Shares.has been transferred to

Cessation of Service. The Option option term specified in Paragraph 2 -------------------- shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Disability or Misconduct) while holding this Option is outstandingoption, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while holding this Option is outstandingoption, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) shall have the right to exercise this Optionoption. However, if Optionee dies while holding has designated one or more beneficiaries of this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her deathoption, then the designated beneficiary or beneficiaries those persons shall have the exclusive right to exercise this Option option following Optionee’s 's death. Any such right to exercise this Option option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month ------- period measured from the date of Optionee’s 's death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while holding this Option is outstandingoption, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option may not be exercised in the aggregate for more than the number of Option Shares in which Optionee is, at the time of Optionee’s cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding for any vested Option Shares for which the Option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of Optionee’s cessation of Service, this Option shall immediately terminate and cease to be outstanding with respect to such Option Shares. (e) Should Optionee’s 's Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option option is outstanding, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (ai) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (bii) Should Optionee die while this Option option is outstanding, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) descent and distribution shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries Such right shall have the exclusive right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, lapse and this Option option shall cease to be outstanding, outstanding upon the earlier of (iA) the expiration of the twelve (12)-month 12)- month period measured from the date of Optionee’s 's death or (iiB) the Expiration Date. (ciii) Should Optionee cease Service by reason of Permanent Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. (div) Should Optionee's Service be terminated for Misconduct, then this option shall terminate immediately and cease to remain outstanding. (v) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of vested Option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more the Option Shares at the time of Optionee’s 's cessation of Service, this Option shall immediately terminate and cease to be outstanding with respect to such Option Shares. (e) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstanding, then this Option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Shares.option

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and the Option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Disability death or MisconductDisability) while this the Option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three ninety (390) months days (commencing with the date of such cessation of Service) during which to exercise this the Option, but in no event shall this the Option be exercisable at any time after the Expiration Date. (b) Should Optionee die while this the Option is outstanding, then 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 inheritance following Optionee’s death or to whom the Option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Section II(3) shall have the right to exercise this the Option. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive Such right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this the Option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month 12) month period measured from the date of Optionee’s death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while this the Option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this the Option. In no event shall this the Option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this the Option may not be exercised in the aggregate for more than the number of Option Shares in for which Optionee the Option is, at the time of Optionee’s cessation of Service, vested exercisable pursuant to the Vesting Schedule exercise schedule specified in Paragraph 4 or the special vesting acceleration provisions of Section II(4)Paragraph 6. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this the Option shall terminate and cease to be outstanding for any vested Option Shares for which the Option has not been exercised. To the extent Optionee is not vested in one or more the Option Shares at the time of Optionee’s cessation of Service, this the Option shall immediately terminate and cease to be outstanding with respect to such Option Sharesthose shares. (e) Should If the Optionee is precluded from exercising the Option solely by virtue of any law (including applicable securities law) or pursuant to any blackout or xxxxxxx xxxxxxx policy, then notwithstanding anything in this Agreement to the contrary, the Option shall remain exercisable for thirty (30) days following the date the Option first becomes exercisable after such preclusion lapses. During the limited period of post-Service exercisability provided for in the immediately preceding sentence, the Option may not be exercised in the aggregate for more than the number of Option Shares for which the Option is, at the time of Optionee’s Service be terminated for Misconduct cessation of Service, exercisable pursuant to the exercise schedule specified in Paragraph 4 or should Optionee otherwise engage in Misconduct while this Option is outstanding, then this Option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesthe special acceleration provisions of Paragraph 6.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should If Optionee cease ceases to remain in Service for any reason (other than death, death or Permanent Disability or Misconductin circumstances involving Detrimental Activities described in Section 6(b) below) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a 30-day period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should If Optionee die dies while this Option option is outstanding, then the personal representative of Optionee’s estate or the person or persons to whom the Option 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 Section II(3) descent and distribution shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive Such right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (iA) the expiration of the twelve (12)-month 12)- month period measured from the date of Optionee’s death or (iiB) the Expiration Date. (c) Should If Optionee cease ceases to remain in Service by reason of Permanent Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Option. In option, but in no event shall this Option option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested otherwise exercisable Option Shares for which the Option option has not been exercised. To the extent Optionee this option is not vested in exercisable for one or more Option Shares at the time of Optionee’s cessation of Service, this Option option shall immediately terminate and cease to be outstanding with respect to such Option Sharesthose shares. (e) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstanding, then this Option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Shares.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while holding this Option is outstandingoption, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while holding this Option is outstandingoption, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) shall have the right to exercise this Optionoption. However, if Optionee dies while holding has designated one or more beneficiaries of this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her deathoption, then the designated beneficiary or beneficiaries those persons shall have the exclusive right to exercise this Option option following Optionee’s 's death. Any such Such right to exercise this Option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Permanent Disability while holding this Option is outstandingoption, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested exercisable Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of However, this option shall, immediately upon Optionee’s 's cessation of ServiceService for any reason, this Option shall immediately terminate and cease to be outstanding with respect to such any Option SharesShares for which this option is not otherwise at that time exercisable. (e) Should Optionee’s 's Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstandingMisconduct, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Disability death or MisconductDisability) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while this Option option is outstanding, then the personal representative of Optionee’s estate or the person or persons to whom the Option 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 Section II(3) shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive Such right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month 12) month period measured from the date of Optionee’s death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. Note: Exercise of this option on a date later than three (3) months following cessation of Service due to Disability will result in loss of favorable Incentive Option treatment, unless such Disability constitutes Permanent Disability. In the event that Incentive Option treatment is not available, this option will be taxed as a Non-Statutory Option upon exercise. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option Shares in which Optionee is, at the time of Optionee’s cessation of Service, vested pursuant to the Vesting Schedule or specified in the special vesting acceleration provisions of Section II(4)Grant/Release. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more the Option Shares at the time of Optionee’s cessation of Service, this Option option shall immediately terminate and cease to be outstanding with respect to such Option Sharesthose shares. (e) Should In the event of a Corporate Transaction, the provisions of Paragraph 6 shall govern the period for which this option is to remain exercisable following Optionee’s cessation of Service be terminated for Misconduct or should Optionee otherwise engage and shall supersede any provisions to the contrary in Misconduct while this Option is outstanding, then this Option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesparagraph.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option option is transferred pursuant to a permitted transfer under Section II(3)Paragraph 3) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while this Option option is outstanding, then the personal representative of Optionee’s estate or the person or persons to whom the Option option is transferred pursuant to Optionee’s will or the laws of inheritance following Optionee’s death or to whom the Option option is transferred during Optionee’s lifetime pursuant to a permitted transfer under Section II(3) Paragraph 3 shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option and if Optionee option has an effective beneficiary designation in effect for this Option option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option option following Optionee’s death. Any such right to exercise this Option option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option option is transferred pursuant to a permitted transfer under Section II(3)Paragraph 3) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. Note: Exercise of this option on a date later than three (3) months following cessation of Service due to Disability will result in loss of favorable Incentive Option treatment, unless such Disability constitutes Permanent Disability. In the event that Incentive Option treatment is not available, this option will be taxed as a Non-Statutory Option upon exercise. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option Shares in which Optionee is, at the time of Optionee’s cessation of Service, vested pursuant to the Vesting Schedule specified in the Grant Notice or the special vesting acceleration provisions of Section II(4)Paragraph 6. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of Optionee’s cessation of Service, this Option option shall immediately terminate and cease to be outstanding with respect to such Option Sharesthose shares. (e) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option option is outstanding, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Disability or Misconduct) while holding this Option is outstandingoption, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while holding this Option is outstandingoption, then the personal representative of Optionee’s estate or the person or persons to whom the Option 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 Section II(3) shall have the right to exercise this Optionoption. However, if Optionee dies while holding has designated one or more beneficiaries of this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her deathoption, then the designated beneficiary or beneficiaries those persons shall have the exclusive right to exercise this Option option following Optionee’s death. Any such right to exercise this Option option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month 12 month period measured from the date of Optionee’s death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while holding this Option is outstandingoption, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) 12 months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. Note: Exercise of this option on a date later than three months following cessation of Service due to Disability will result in loss of favorable Incentive Option treatment, unless such Disability constitutes Permanent Disability. In the event that Incentive Option treatment is not available, this option will be taxed as a Non-Statutory Option upon exercise. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option Shares in which Optionee is, at the time of Optionee’s cessation of Service, vested pursuant to the Vesting Schedule specified in the Grant Notice or the special vesting acceleration provisions of Section II(4)Paragraph 6. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of Optionee’s cessation of Service, this Option option shall immediately terminate and cease to be outstanding with respect to such Option Sharesthose shares. (e) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option option is outstanding, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months 3)-month period (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while this Option option is outstanding, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive Such right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (iA) the expiration of the twelve (12)-month 12)- month period measured from the date of Optionee’s 's death or (iiB) the Expiration Date. (c) Should Optionee cease Service by reason of Permanent Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested otherwise exercisable Option Shares for which the Option option has not been exercised. To the extent Optionee this option is not vested in exercisable for one or more Option Shares at the time of Optionee’s 's cessation of Service, this Option option shall immediately terminate and cease to be outstanding with respect to such Option Sharesthose shares. (e) Should Optionee’s 's Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstandingMisconduct, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable:: 2 (ai) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Option, but in no event shall this Option be exercisable at any time after the Expiration Date. (b) Should Optionee die while this Option is outstanding, then the personal representative of Optionee’s estate or 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 Section II(3) shall have the right to exercise this Option. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while this Option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Option. In option, but in no event shall this Option option be exercisable at any time after the Expiration Date. (dii) Should Optionee die while this option is outstanding, then 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. Such right shall lapse and this option shall cease to be outstanding upon the earlier of (A) the expiration of the twelve (12)- month period measured from the date of Optionee's death or (B) the Expiration Date. (iii) Should Optionee cease Service by reason of Permanent Disability while this option is outstanding, then Optionee shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this option. In no event shall this option be exercisable at any time after the Expiration Date. (iv) Should Optionee's Service be terminated for Misconduct, then this option shall terminate immediately and cease to remain outstanding. (v) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of vested Option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more the Option Shares at the time of Optionee’s 's cessation of Service, this Option option shall immediately terminate and cease to be outstanding with respect to such Option Sharesthose shares. (evi) Should Optionee’s Service be terminated In the event of a Corporate Transaction, the provisions of Paragraph 6 shall govern the period for Misconduct or should Optionee otherwise engage in Misconduct while which this Option option is outstanding, then this Option shall terminate immediately and cease to remain outstanding exercisable following Optionee's cessation of Service and Optionee shall have no right supersede any provisions to exercise vested or unvested Option Sharesthe contrary in this paragraph.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should if any of the following provisions become applicable: (a) Should If Optionee cease ceases to remain in Service for any reason (other than death, Disability Permanent Disability, or Misconducttermination for Misconduct or breach of any non-compete covenant or agreement) while this Option option is outstanding, then Optionee (or any person or persons to whom the period for exercising this Option is transferred pursuant option shall be reduced to a permitted transfer under Section II(3)) shall have a three-month period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Option, but in no event shall this Option option be exercisable at any time after the Expiration Date. Upon the expiration of such three-month period or (if earlier) upon the Expiration Date, this option shall terminate and cease to be outstanding. (b) Should If Optionee die dies while holding this Option is outstandingoption, then the personal representative of Optionee’s estate or the person or persons to whom the Option 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 Section II(3) descent and distribution, shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive Such right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month 12-month period measured from the date of Optionee’s death or (ii) the Expiration Date. Upon expiration of the 12-month period or (if earlier) upon the Expiration Date, this option shall terminate and cease to be outstanding. (c) Should If Optionee cease ceases Service by reason of Permanent Disability while this Option option is outstanding, then Optionee (or any person or persons to whom the period for exercising this Option is transferred pursuant option shall be reduced to a permitted transfer under Section II(3)) shall have a 12-month period of twelve (12) months (commencing with on the date of such cessation of Service) during which to exercise this Option. In , but in no event shall this Option option be exercisable at any time after the Expiration Date. Upon expiration of the 12-month period or (if earlier) upon the Expiration Date, this option shall terminate and cease to be outstanding. (d) During the limited period of post-Service exercisabilityexercisability applicable under subparagraphs (a), (b), or (c) above, this Option option may not be exercised in the aggregate for more than the number of Option Shares in for which Optionee the option is, at the time of Optionee’s cessation of Service, vested pursuant to exercisable in accordance with the Vesting Exercise Schedule or specified in the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding for any vested Option Shares for which the Option has not been exercisedGrant Notice. To the extent Optionee that this option is not vested in exercisable for one or more Option Shares at the time of Optionee’s cessation of Service, this Option option shall immediately terminate and cease to be outstanding with respect to such Option Sharesthose shares. (e) Should If Optionee’s Service be is terminated within 18 months after a Corporate Transaction in which this option is assumed or replaced, then Paragraph 6(d) shall govern the exercisability of this option following such Involuntary Termination. (f) If (i) Optionee’s Service is terminated for Misconduct or should (ii) Optionee otherwise engage in Misconduct while this Option is outstandingviolates any covenant or agreement not to compete with Radiologix, any Parent, Subsidiary, or professional medical entity affiliated with Radiologix or any Parent or Subsidiary, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 -------------------- shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (ai) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (bii) Should Optionee die while this Option option is outstanding, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) descent and distribution shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive Such right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (iA) the expiration of the ------- twelve (12)-month period measured from the date of Optionee’s 's death or (iiB) the Expiration Date. (ciii) Should Optionee cease to remain in Service by reason of Permanent Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. (div) During the limited period of post-Service exercisability, this Option may not be exercised in the aggregate for more than the number of Option Shares in which Optionee is, at the time of Optionee’s cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited the post-service exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of Optionee’s cessation of Service, this Option shall immediately terminate and cease to be outstanding with respect to such Option Shares. (ev) Should Optionee’s 's Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstandingMisconduct, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should If Optionee cease ceases to remain in Service for any reason (other than death, death or Permanent Disability or Misconductin circumstances involving Detrimental Activities described in Section 6(b) below) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a 30-day period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should If Optionee die dies while this Option option is outstanding, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) descent and distribution shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive Such right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (iA) the expiration of the twelve (12)-month 12)- month period measured from the date of Optionee’s 's death or (iiB) the Expiration Date. (c) Should If Optionee cease ceases to remain in Service by reason of Permanent Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Option. In option, but in no event shall this Option option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested otherwise exercisable Option Shares for which the Option option has not been exercised. To the extent Optionee this option is not vested in exercisable for one or more Option Shares at the time of Optionee’s 's cessation of Service, this Option option shall immediately terminate and cease to be outstanding with respect to such Option Sharesthose shares. (e) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstanding, then this Option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Shares.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Except as otherwise expressly provided in subparagraphs (b) through (e) of this Paragraph 5, should Optionee cease to remain in Service for any reason (other than death, Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a ninety (90)-day period of three (3) months (commencing with measured from the date of such cessation of Service) Service during which to exercise this Optionoption for any or all of the Option Shares for which this option is vested and exercisable at the time of Optionee’s cessation of Service, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die Optionee’s Service terminate by reason of his or her death while this Option option is outstanding, then this option, to the extent not otherwise at that time vested and exercisable for all the Option Shares, shall immediately vest and become exercisable for all the Option Shares. Upon Optionee’s death (whether before or after termination of Service) this option may be exercised, for any or all of the Option Shares for which this option is vested and exercisable at the time of Optionee’s cessation of Service (including any Option Shares which vest on an accelerated basis should such cessation of Service occur by reason of Optionee’s death), by (i) the personal representative of Optionee’s estate or (ii) the person or persons to whom the Option 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 Section II(3) shall have the right to exercise this Optiondeath. However, if Optionee dies while holding this Option option and if Optionee has an effective beneficiary designation in effect for this Option option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive right to exercise this Option option following Optionee’s death. Any such right to exercise this Option option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve four (12)-month 4)-year period measured from the date of Optionee’s death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while this Option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Option. In no event shall this Option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option may not be exercised in the aggregate for more than the number of Option Shares in which Optionee is, at the time of Optionee’s cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested exercisable Option Shares for which the Option option has not otherwise been exercised. (c) Should Optionee’s Service terminate by reason of Disability while this option is outstanding, then this option, to the extent not otherwise at that time vested and exercisable for all the Option Shares, shall immediately vest and become exercisable for all the Option Shares. Optionee shall have a four (4)-year period measured from the date of such cessation of Service during which to exercise this option for any or all the Option Shares. In no event, however, shall this option be exercisable at any time after the Expiration Date. (d) Should Optionee cease Service by reason of Normal Retirement while this option is outstanding, then Optionee shall have a four (4)-year measured from the date of such cessation of Service during which to exercise this option for (i) any or all Option Shares for which this option is vested and exercisable at the time of such cessation of Service and (ii) any additional Option Shares for which this option vests and becomes exercisable during such four (4)-year period. In no event, however, shall this option be exercisable at any time after the Expiration Date. To the extent Optionee this option is not otherwise vested in one or more and exercisable for all of the Option Shares at the time of Optionee’s cessation of Service by reason of Normal Retirement, this option shall, during the limited 1-PA/3708142.1 period of post-Service exercisability following such cessation of Service, continue to vest and become exercisable for one or more additional Option Shares in accordance with the Vesting Schedule specified in the Grant Notice or the special vesting acceleration provisions of Paragraph 6, as if Optionee continued in Service throughout that limited exercise period. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall immediately terminate and cease to be outstanding with respect to such for any exercisable Option SharesShares for which the option has not otherwise been exercised. (e) Should Optionee’s Service be terminated for Misconduct Good Cause or should Optionee otherwise engage in Misconduct any misconduct which could result in a termination for Good Cause while this Option option is outstanding, then this Option option shall terminate immediately and cease to remain outstanding outstanding. (f) Except as otherwise expressly provided in the preceding subparagraphs of this Paragraph 5, during the limited period of post-Service exercisability, this option may not be exercised in the aggregate for more than the number of Option Shares for which this option is, at the time of Optionee’s cessation of Service, vested and Optionee exercisable pursuant to the Vesting Schedule specified in the Grant Notice or the special vesting acceleration provisions of Paragraph 6. Except as otherwise provided in this Paragraph 5 or except to the extent (if any) specifically authorized by the Plan Administrator pursuant to an express written agreement with the Optionee, this option shall have no right to exercise vested not vest or unvested become exercisable for any additional Option Shares, whether pursuant to the normal Vesting Schedule specified in the Grant Notice or the special vesting acceleration provisions of Paragraph 6, following the Optionee’s cessation of Service. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this option shall terminate and cease to be outstanding for any exercisable Option Shares for which the option has not otherwise been exercised.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason due to Optionee's voluntary resignation from Service while holding this option (other than deathfor Good Reason, Disability or Misconduct) while this Option is outstandingas defined below), then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while holding this Option is outstandingoption, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) designated beneficiary or beneficiaries of this option shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive Such right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Permanent Disability while holding this Option is outstandingoption, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. (d) Should Optionee cease Service due to Optionee's termination by Company without "Cause" or due to Optionee's termination for "Good Reason" (as such terms are defined in that certain Employment Agreement dated April 14, 2000, as amended, by and between Optionee and the Company (the "Employment Agreement")), the option shall automatically accelerate so that such option shall, immediately prior to the effective date of the termination of Service, become exercisable for all the shares of Common Stock at the time subject to the option and may be exercised for any or all of those shares as fully vested shares of Common Stock. In such instance, this option shall remain in full force and effect for the original term hereof. (e) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of vested Option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of However, this option shall, immediately upon Optionee’s 's cessation of ServiceService for any reason, this Option shall immediately terminate and cease to be outstanding with respect to such any Option SharesShares for which this option is not otherwise at that time exercisable. (ef) Should Optionee’s 's Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstandingMisconduct, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall -------------------- terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while holding this Option is outstandingoption, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while holding this Option is outstandingoption, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) shall have the right to exercise this Optionoption. However, if Optionee dies while holding has designated one or more beneficiaries of this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her deathoption, then the designated beneficiary or beneficiaries those persons shall have the exclusive right to exercise this Option option following Optionee’s 's death. Any such right to exercise this Option option pursuant to this Paragraph 5(b) shall lapse, and this Option option shall cease to be outstanding, upon the earlier of ------- (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Permanent Disability while holding this Option is outstandingoption, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested exercisable Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of However, this option shall, immediately upon Optionee’s 's cessation of ServiceService for any reason, this Option shall immediately terminate and cease to be outstanding with respect to such any Option SharesShares for which this option is not otherwise at that time exercisable. (e) Should Optionee’s 's Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstandingMisconduct, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (a) Should Optionee cease to remain in Service for any reason (other than death, Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (b) Should Optionee die while this Option option is outstanding, then the personal representative of Optionee’s estate or the person or persons to whom the Option 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 Section II(3) shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive Such right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. Note: Exercise of this option on a date later than three (3) months following cessation of Service due to Disability will result in loss of favorable Incentive Option treatment, unless such Disability constitutes Permanent Disability. In the event that Incentive Option treatment is not available, this option will be taxed as a Non-Statutory Option upon exercise. (d) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of Option Shares in which Optionee is, at the time of Optionee’s cessation of Service, vested pursuant to the Vesting Schedule specified in the Grant Notice or the special vesting acceleration provisions of Section II(4)Paragraph 6. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of Optionee’s cessation of Service, this Option option shall immediately terminate and cease to be outstanding with respect to such Option Sharesthose shares. (e) Should Optionee’s Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option option is outstanding, then this Option option shall terminate immediately and cease to remain outstanding and Optionee shall have no right to exercise vested or unvested Option Sharesoutstanding.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (ai) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption, but in no event shall this Option option be exercisable at any time after the Expiration Date. (bii) Should Optionee die while this Option option is outstanding, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) descent and distribution shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries Such right shall have the exclusive right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, lapse and this Option option shall cease to be outstanding, outstanding upon the earlier of (iA) the expiration of the twelve (12)-month 12)- month period measured from the date of Optionee’s 's death or (iiB) the Expiration Date. (ciii) Should Optionee cease Service by reason of Permanent Disability while this Option option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Optionoption. In no event shall this Option option be exercisable at any time after the Expiration Date. (div) During the limited period of post-Service exercisability, this Option option may not be exercised in the aggregate for more than the number of vested Option Shares in for which Optionee is, the option is exercisable at the time of Optionee’s 's cessation of Service, vested pursuant to the Vesting Schedule or the special vesting acceleration provisions of Section II(4). Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more the Option Shares at the time of Optionee’s 's cessation of Service, this Option option shall immediately terminate and cease to be outstanding with respect to such Option Sharesthose shares. (ev) Should Optionee’s 's Service be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this Option is outstandingMisconduct, then this Option option shall terminate immediately and cease to remain outstanding outstanding. (vi) In the event of a Corporate Transaction, the provisions of Paragraph 6 shall govern the period for which this option is to remain exercisable following Optionee's cessation of Service and Optionee shall have no right supersede any provisions to exercise vested or unvested Option Sharesthe contrary in this paragraph.

Cessation of Service. The Option option term specified in Paragraph 2 shall -------------------- terminate (and this option shall cease to be remain outstanding) prior to the Expiration Date should any of in accordance with the following provisions become applicableprovisions: a. This option shall immediately terminate and cease to remain outstanding for any Option Shares for which it is not exercisable at the time of Optionee's cessation of Service (a) as defined below). b. Should Optionee cease to remain in Service for any reason (other than death, Disability or Misconduct) death while this Option is option remains outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a ninety (90)-day period of three (3) months (commencing with measured from the date of such cessation of Service) during Service in which to exercise this Optionoption to the extent outstanding at the time. In no event, but in no event shall however, may this Option option be exercisable exercised at any time after the specified Expiration DateDate of the option term. (b) c. Should Optionee die while this Option is outstandingin Service or during the ninety (90)-day period following his or her cessation of Service, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option this 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 Section II(3) descent and distribution shall have the right to exercise this Option. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option the option to the extent outstanding at the time of his or her death, then the designated beneficiary or beneficiaries shall have the exclusive time. Such right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, and this Option option shall terminate and cease to be remain outstanding, upon the earlier of (i) the expiration of the twelve six (12)-month 6)-month period measured ------- from the date of Optionee’s 's death or (ii) the Expiration Date. (c) Should Optionee cease Service by reason of Disability while this Option is outstanding, then Optionee (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this Option. In no event shall this Option be exercisable at any time after the Expiration Date. (d) d. During the limited applicable period of post-Service exercisabilityexercisability under subparagraphs b through c above, this Option option may not be exercised in the aggregate for more than the number of Option Shares in (if any) for which Optionee this option is, at the time of Optionee’s 's cessation of Service, vested pursuant to exercisable in accordance with either the Vesting Schedule normal exercise provisions specified in the Grant Notice or the special vesting acceleration provisions of Section II(4). Upon the expiration Paragraph 6 of such limited exercise period or (if earlier) upon the Expiration Date, this Option shall terminate and cease to be outstanding for any vested Option Shares for which the Option has not been exercised. To the extent Optionee is not vested in one or more Option Shares at the time of Optionee’s cessation of Service, this Option shall immediately terminate and cease to be outstanding with respect to such Option SharesAgreement. e. Should (ei) Should Optionee’s 's Service be terminated for Misconduct misconduct (including, but not limited to, any act of dishonesty, willful misconduct, fraud or should embezzlement) or (ii) Optionee otherwise engage in Misconduct while this Option is outstandingmake any unauthorized use or disclosure of confidential information or trade secrets of the Corporation or any parent or subsidiary, then in any such event this Option option shall terminate immediately and cease to remain outstanding and be outstanding. f. For purposes of this Agreement, the following definitions shall be in effect: Optionee shall have no right be deemed to exercise vested remain in Service for so long as such individual performs services on a periodic basis for the Corporation (or unvested Option Sharesany parent or subsidiary corporation) in the capacity of an Employee, a non-employee member of the Board or an independent consultant or advisor.

Cessation of Service. The Option option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: (ai) Should Optionee cease to remain in Service for any reason (other than death, Disability death or Misconductbecause of a termination for Cause) while this Option option is outstanding, then then, to the extent Optionee (or any person or persons would have been entitled to whom exercise this Option is transferred pursuant option immediately prior to a permitted transfer under Section II(3)) cessation of Service, Optionee shall have a period of three (3) months (commencing with the date of such cessation of Service) during which to exercise this Optionthe option for Option Shares vested as of the cessation of Service, but in no event shall this Option option be exercisable at any time after the Expiration Date. (bii) Should Optionee die while this Option option is outstanding, then the personal representative of Optionee’s 's estate or the person or persons to whom the Option 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 Section II(3) descent and distribution shall have the right to exercise this Optionoption. However, if Optionee dies while holding this Option and if Optionee has an effective beneficiary designation in effect for this Option at the time of his or her death, then the designated beneficiary or beneficiaries Such right shall have the exclusive right to exercise this Option following Optionee’s death. Any such right to exercise this Option shall lapse, lapse and this Option option shall cease to be outstanding, outstanding upon the earlier of (iA) the expiration of the twelve (12)-month period measured from the date of Optionee’s 's death or (iiB) the Expiration Date. (ciii) Should Optionee cease Optionee's Service by reason of Disability while this Option is outstandingbe terminated for Cause, then Optionee this option (or any person or persons to whom this Option is transferred pursuant to a permitted transfer under Section II(3)including all vested and unvested portions) shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which terminate immediately and cease to exercise this Option. In no event shall this Option be exercisable at any time after the Expiration Dateremain outstanding. (div) During the limited period of post-Service exercisabilityexercise period, this Option option may not be exercised in the aggregate for more than the number of Option Shares in which Optionee is, at the time of Optionee’s 's cessation of Service, vested pursuant to in accordance with the Vesting Schedule or the special vesting acceleration provisions of Section II(4)Schedule. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this Option option shall terminate and cease to be outstanding for any vested Option Shares for which the Option option has not been exercised. To the extent Optionee is not vested in one or more the Option Shares at the time of Optionee’s 's cessation of Service, this Option option shall immediately terminate and cease to be outstanding with respect to such Option Sharesthose shares. (ev) Should Optionee’s Service be terminated In the event of a Corporate Transaction, the provisions of Paragraph 6 shall govern the period for Misconduct or should Optionee otherwise engage in Misconduct while which this Option option is outstanding, then this Option shall terminate immediately and cease to remain outstanding exercisable following Optionee's cessation of Service and Optionee shall have no right supersede any provisions to exercise vested or unvested Option Sharesthe contrary in this paragraph.