Common use of Conditions to Exercise Clause in Contracts

Conditions to Exercise. This option may not be exercised by you unless all of the following conditions are met: a) Legal counsel for the Company must be satisfied at the time of exercise that the issuance of Shares upon exercise will be in compliance with the Securities Act of 1933, as amended, and applicable U.S. federal, state, local and foreign laws; b) You must pay, at the time of exercise or as otherwise permitted by the Committee, the full exercise price for the Shares being acquired hereunder, by (i) paying by cash in United States dollars or other currency acceptable to the Committee (which may be in the form of a certified check), (ii) subject to the Company’s prior consent, tendering Shares owned by you which have a Fair Market Value on the day of exercise equal to the full exercise price for the Shares being acquired, (iii) subject to the Company’s prior consent, by withholding from those Shares that would otherwise be obtained upon exercise a number of Shares having a Fair Market Value equal to the option price and/or required withholding taxes, (iv) subject to the Company’s prior consent, by delivery of a properly executed exercise notice together with irrevocable instructions to a securities broker (or, in the case of pledges, lender) approved by the Company to, (a) sell shares of Common Stock subject to the option and to deliver promptly to the Company a portion of the proceeds of such sale transaction on your behalf sufficient to pay the option price, or (b) pledge shares of Common Stock subject to the option to a margin account maintained with such broker or lender, as security for a loan, and such broker or lender, pursuant to irrevocable instructions, delivers to the Company the loan proceeds, sufficient to pay the option price, or (v) by any combination of (i), (ii), (iii), or (iv) above. c) On the date of your termination of service as a director you (or in the event of your death, your estate or any person who acquires the right to exercise this option by bequest or inheritance or by reason of your death) may exercise this option for all shares at any time until .

Conditions to Exercise. This option Exercise of the Option as hereinabove provided shall be subject to the following express conditions precedent: (a) The Optionee shall have remained continuously as a member of the Board of Directors of the Corporation from the date of grant of the Option ("Granting Date") until the date of exercise thereof except that (i) in the event of the death of the Optionee after the Granting Date and while a Director of the Corporation, or within three months after the termination of his services as a Director either as a result of a vote of stockholders or otherwise, the Option may not be exercised (to the extent that the Optionee was entitled to do so at the date of his death) at any time within one year after his death by you unless all the executors or administrators of the following conditions are met: aOptionee or by any person who shall have acquired the Option from the Optionee by bequest of inheritance, and (ii) Legal counsel for in the Company must event of the termination (otherwise than by reason of death) after the Granting Date of the Optionee's service as a Director either as a result of a vote of stockholders or otherwise the Option may be satisfied exercised (to the extent the Optionee was entitled to do so at the termination of his service as a Director) at any time within three months after such termination but not thereafter; provided, however, that in no event may the Option be exercised after the expiration of exercise that the issuance term of Shares upon exercise will be in compliance with the Option. (b) Unless a registration statement under the Securities Act of 1933, as amended, and applicable U.S. federal, state, local and foreign laws; b) You must pay, shall at the time of exercise or as otherwise permitted by of the CommitteeOption be in effect with respect to the Optioned Shares, the full exercise price for Optionee shall have delivered to the Corporation such assurances as the Corporation may reasonably request that the Optioned Shares are being acquired hereunder, by in accordance with the terms of an applicable exemption from the registration requirements of such Act. (ic) paying by cash in United States dollars or other currency acceptable to If the Committee (which may be in the form of a certified check), (ii) subject to the Company’s prior consent, tendering Shares owned by you which have a Fair Market Value on the day of exercise equal to the full exercise price for the Shares being acquired, (iii) subject to the Company’s prior consent, by withholding from those Shares that would otherwise be obtained upon exercise a number of Shares having a Fair Market Value equal to the option price and/or required withholding taxes, (iv) subject to the Company’s prior consent, by delivery of a properly executed exercise notice together with irrevocable instructions to a securities broker (or, in the case of pledges, lender) approved by the Company to, (a) sell shares of Common Stock subject to the option and to deliver promptly to the Company a portion of the proceeds Corporation or other securities issuable upon exercise of the Option are then listed on any securities exchange, such sale transaction shares shall have been authorized for listing on your behalf sufficient to pay the option price, or (b) pledge shares such exchange on official notice of Common Stock subject to the option to a margin account maintained with such broker or lender, as security for a loan, and such broker or lender, pursuant to irrevocable instructions, delivers to the Company the loan proceeds, sufficient to pay the option price, or (v) by any combination of (i), (ii), (iii), or (iv) aboveissuance. c) On the date of your termination of service as a director you (or in the event of your death, your estate or any person who acquires the right to exercise this option by bequest or inheritance or by reason of your death) may exercise this option for all shares at any time until .

Conditions to Exercise. This option may not be exercised by you unless all The obligation of any such Stockholder to participate in a Sale of the Company is subject to the satisfaction of the following conditions are met: conditions: (a) Legal counsel for the Sale of the Company must is a bona fide arm’s length transaction that has been, or prior to the consummation thereof will be, approved by a majority-in-interest of the Stockholders; (b) upon the consummation of the Sale of the Company, each Stockholder shall receive in exchange for its shares of Company Stock the same portion of the aggregate consideration from such Sale of the Company that such Stockholder would have received if such consideration had been distributed by the Company in a complete liquidation of the Company; (c) if any holder of Company Stock is given an option as to the form of consideration to be satisfied at the time received, all holders of exercise that the issuance of Shares upon exercise such Company Stock will be given the same option; (d) in compliance no event shall any Stockholder be required to make any representations or warranties as to the Company Stock held by such Stockholder or the business of the Company and/or its Subsidiaries in connection with the Securities Act proposed Sale of 1933the Company, as amended, and applicable U.S. federal, state, local and foreign laws; b) You must pay, at the time of exercise or as otherwise permitted by the Committeeother than with respect to such Stockholder, the full exercise price for the Shares being acquired hereunderorganization and authority of such Stockholder, by title to such Stockholder’s shares of Company Stock, no consents and no conflicts with (i) paying by cash in United States dollars or other currency acceptable to the Committee (which may be in the form of a certified check), such Stockholder’s Organizational Documents and (ii) subject such Stockholder’s material agreements; and (e) no such Stockholder shall have any liability for any breach of a representation or warranty of any other Stockholder relating to the Company’s prior consent, tendering Shares owned by you which have a Fair Market Value on the day of exercise equal representations required to be given pursuant to the full exercise immediately preceding clause (d). In the event that any indemnification and/or purchase price for adjustment liabilities are incurred, a Stockholder’s obligations pursuant thereto shall be on a several (and not a joint and several) basis and shall not exceed the Shares being acquired, lesser of (iiiA) subject such Stockholder’s Pro Rata Share of such indemnification and/or purchase price adjustment liabilities and (B) the net proceeds received by such Stockholder pursuant to such Sale of the Company’s prior consent, by withholding from those Shares that would otherwise be obtained upon exercise a number of Shares having a Fair Market Value equal to the option price and/or required withholding taxes, (iv) subject to the Company’s prior consent, by delivery of a properly executed exercise notice together with irrevocable instructions to a securities broker (or, in the case of pledges, lender) approved by the Company to, (a) sell shares of Common Stock subject to the option and to deliver promptly to the Company a portion of the proceeds of such sale transaction on your behalf sufficient to pay the option price, or (b) pledge shares of Common Stock subject to the option to a margin account maintained with such broker or lender, as security for a loan, and such broker or lender, pursuant to irrevocable instructions, delivers to the Company the loan proceeds, sufficient to pay the option price, or (v) by any combination of (i), (ii), (iii), or (iv) above. c) On the date of your termination of service as a director you (or in the event of your death, your estate or any person who acquires the right to exercise this option by bequest or inheritance or by reason of your death) may exercise this option for all shares at any time until .

Conditions to Exercise. This option may not be exercised by you unless all of the following conditions are met: a) Legal counsel for the Company must be satisfied at the time of exercise that the issuance of Shares upon exercise will be in compliance with the Securities Act of 1933, as amended, and applicable U.S. federal, state, local and foreign laws; b) You must pay, at the time of exercise or as otherwise permitted by the Committee, the full exercise price for the Shares being acquired hereunder, by (i) paying by cash in United States dollars or other currency acceptable to the Committee (which may be in the form of a certified check), (ii) subject to the Company’s prior consent, tendering Shares owned by you which have a Fair Market Value on the day of exercise equal to the full exercise price for the Shares being acquired, (iii) subject to the Company’s prior consent, by withholding from those Shares that would otherwise be obtained upon exercise a number of Shares having a Fair Market Value equal to the option price and/or required withholding taxes, (iv) subject to the Company’s prior consent, by delivery of delivering a properly executed exercise notice together with irrevocable instructions to a securities broker (or, in the case of pledges, lender) approved by the Company to, (a) sell shares of Common Stock subject to the option and to deliver promptly to the Company a portion of the proceeds of such sale transaction on your behalf sufficient to pay the option price, or (b) pledge shares of Common Stock subject to the option to a margin account maintained with such broker or lender, as security for a loan, and such broker or lender, pursuant to irrevocable instructions, delivers to the Company the loan proceeds, sufficient to pay the option price, or (v) by any combination of (i), (ii), (iii), or (iv) above. c) On the date of your termination of service as a director you (or in the event of your death, your estate or any person who acquires the right to exercise this option by bequest or inheritance or by reason of your death) may exercise this option for all [specified amount] shares at any time until [specified date].

Conditions to Exercise. This option The shares of stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such shares shall be fully paid and non-assessable. The Company shall not be exercised by you unless required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions are metconditions: a) Legal counsel for the Company must be satisfied at the time of exercise that the issuance of Shares upon exercise will be in compliance with the Securities Act of 1933, as amended, and applicable U.S. federal, state, local and foreign laws; b) You must pay, at the time of exercise or as otherwise permitted by the Committee, the full exercise price for the Shares being acquired hereunder, by (i) paying by cash in United States dollars or other currency acceptable The admission of such shares to the Committee (listing on all stock exchanges, if any, on which may be in the form such class of a certified check), stock is then listed; (ii) subject to The completion of any registration or other qualification of such shares under any state or federal law or under the Company’s prior consentrulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, tendering Shares owned by you which have a Fair Market Value on the day of exercise equal to the full exercise price for the Shares being acquiredCorporation shall, in its absolute discretion, deem necessary or advisable; (iii) subject The obtaining of any approval or other clearance from any state or federal governmental agency which the Corporation shall, in its absolute discretion, determine to the Company’s prior consent, by withholding from those Shares that would otherwise be obtained upon exercise a number of Shares having a Fair Market Value equal to the option price and/or required withholding taxes, necessary or advisable; (iv) subject to the Company’s prior consent, by delivery of a properly executed exercise notice together with irrevocable instructions to a securities broker (or, in the case of pledges, lender) approved by the Company to, (a) sell shares of Common Stock subject to the option and to deliver promptly The payment to the Company a portion of all amounts which it is required to withhold under federal, state or local law in connection with the exercise of the proceeds of such sale transaction on your behalf sufficient to pay the option price, or (b) pledge shares of Common Stock subject to the option to a margin account maintained with such broker or lender, as security for a loan, and such broker or lender, pursuant to irrevocable instructions, delivers to the Company the loan proceeds, sufficient to pay the option price, or Option; and (v) The lapse of such reasonable period of time following the exercise of the Option as the Corporation may from time to time establish for reasons of administrative convenience. This Stock Option Agreement is executed in the name and on behalf of the Corporation by any combination one of its duly authorized officers and by the Recipient all as of the date first above written. TECHNOLOGY GUARDIAN, INC. The undersigned Recipient understands the terms of this Option Agreement. The undersigned agrees to comply with the terms and conditions of this Option Agreement. Date , 1999 Signature: ---------------- ------------------------- Printed Name: Carox Xxxxxxxxx Tax ID # (iSSN): --------------------- Address: -------------------------- -------------------------- No.4-017 THE OPTION TO PURCHASE SHARES OF THE COMMON STOCK OF TECHNOLOGY GUARDIAN, INC., REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. NEITHER THE OPTIONS NOR THE UNDERLYING SHARES MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF SAID CORPORATION AND SUCH FURTHER RESTRICTIONS AS THE BOARD OF DIRECTORS MAY DETERMINE. STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT effective as of this 1st day of September, 1998, between Technology Guardian, Inc., a California corporation (iithe "Corporation"), and Carox Xxxxxxxxx (iiixxe "Recipient"), or (iv) above. c) On the date of your termination of service as a director you (or in the event of your death, your estate or any person who acquires the right to exercise this option by bequest or inheritance or by reason of your death) may exercise this option for all shares at any time until .

Conditions to Exercise. This The option may not be exercised by you Grantee unless all of the following conditions are met: a(i) Legal counsel for the Company must be satisfied at the time of exercise that the issuance of Shares shares of Common Stock upon exercise will be in compliance with the Securities Act of 1933, as amended, amended (the "Act") and applicable U.S. United States federal, state, local and foreign laws; b(ii) You Grantee must pay, pay at the time of exercise or as otherwise permitted by the Committee, the full exercise purchase price for the Shares shares of Common Stock being acquired hereunder, by (i) paying by cash in United States dollars or other currency acceptable to the Committee (which may be in the form of a certified check)by cash, (ii) subject to the Company’s prior consent, tendering Shares shares of Common Stock owned by you Grantee which have a Fair Market Value on the day of exercise fair market value equal to the full exercise purchase price for the Shares shares of Common Stock being acquired, such fair market value to be determined in such reasonable manner as may be provided from time to time by the Company or as may be required in order to comply with or conform to the requirements of any applicable or relevant laws or regulations, (iii) subject to the Company’s prior consent, by withholding from those Shares that would otherwise be obtained upon exercise a number of Shares having a Fair Market Value equal to the option price and/or required withholding taxes, (iv) subject to the Company’s prior consent, by delivery of a properly executed exercise notice together with irrevocable instructions to a securities broker (or, paying in the case of pledges, lender) approved by such other form as the Company to, (a) sell shares of Common Stock subject to the option and to deliver promptly to the Company a portion of the proceeds of such sale transaction on your behalf sufficient to pay the option price, or (b) pledge shares of Common Stock subject to the option to a margin account maintained with such broker or lender, as security for a loan, and such broker or lender, pursuant to irrevocable instructions, delivers to the Company the loan proceeds, sufficient to pay the option price, or (v) by any combination of (i), (ii), (iii)may determine in its sole discretion, or (iv) tendering a combination of the forms of payment provided for in Subparagraphs 3(b)(i) through 3(b)(iii) above.; and c(iii) On Grantee must, at all times during the period beginning with the grant date of the option and ending on the date of your termination of service as a director you such exercise, have been employed by the Company, except (or in the event of your death, your estate or any person who acquires the right i) if Grantee ceases to exercise this option by bequest or inheritance or be an employee by reason of your death) may exercise this option for all shares Grantee's disability or early, normal or deferred retirement or resignation, Grantee may, at any time until within one year of the date of the onset of such disability or retirement (but in no event after the expiration of ten years from the grant date) exercise the option with respect to the number of shares, determined under Paragraph 2 above, as to which Grantee could have exercised the option on the date of the onset of such disability or retirement or with respect to such greater number of shares as determined by the Company in its sole discretion, and any remaining portion of the option shall be cancelled by the Company, (ii) if Grantee ceases to be an employee by reason of death, the provisions of Paragraph 4 shall apply, (iii) if Grantee's employment is terminated for any other reason (including termination by the Company for reasons other than death as described in Paragraph 4 or disability, retirement or resignation as described above), Grantee may, at any time within ninety days of the date of such termination (but in no event after the expiration of ten years from the grant date) exercise the option with respect to the number of shares, determined under Paragraph 2 above, as to which Grantee could have exercised the option on the date of such termination or with respect to such greater number of shares as determined by the Company in its sole discretion, and any remaining portion of the option shall be cancelled by the Company.

Conditions to Exercise. This The option may not be exercised by you ---------------------- Grantee unless all of the following conditions are met: (a) Legal counsel for the Company must be satisfied at the time of exercise that the issuance of Shares shares of Common Stock upon exercise will be in compliance with the Securities Act of 1933, as amended, amended (the "Act") and other --- applicable U.S. United States federal, state, local and foreign laws; (b) You Grantee must pay, pay at the time of exercise or as otherwise permitted by the Committee, the full exercise purchase price for the Shares shares of Common Stock being acquired hereunder, by (i) paying by cash in United States dollars or other currency acceptable to the Committee (which may be in the form of a certified check)by cash, (ii) subject to the Company’s prior consent, tendering Shares shares of Common Stock owned by you Grantee which have a Fair Market Value on the day of exercise fair market value equal to the full exercise purchase price for the Shares shares of Common Stock being acquired, such fair market value to be determined in such reasonable manner as may be provided from time to time by the Committee or as may be required in order to comply with or conform to the requirements of any applicable or relevant laws or regulations, (iii) subject to the Company’s prior consent, by withholding from those Shares requesting that would otherwise be obtained upon exercise a number of Shares having a Fair Market Value equal to the option price and/or required withholding taxes, (iv) subject to the Company’s prior consent, by delivery of a properly executed exercise notice together with irrevocable instructions to a securities broker (or, in the case of pledges, lender) approved by the Company to, (a) sell withhold from the shares of Common Stock subject to be issued to the option and Grantee the number of shares necessary to deliver promptly to satisfy the Company a portion full purchase price, based on the fair market value of the proceeds of such sale transaction on your behalf sufficient to pay the option price, or (b) pledge shares of Common Stock subject to determined as set forth in clause (ii); (iv) paying in such other form as the option to a margin account maintained with such broker or lender, as security for a loan, and such broker or lender, pursuant to irrevocable instructions, delivers to the Company the loan proceeds, sufficient to pay the option priceCommittee may determine in its sole discretion, or (v) by any tendering a combination of the forms of payment provided for above in clauses (i) through (iv) of this Subparagraph 3(b); provided, however, that any -------- ------- payment of the purchase price in the form of shares of Common Stock owned by the Grantee or to be issued to the Grantee shall be made in accordance with the Company's policy regarding transactions involving the Company's securities; and (c) Grantee must, at all times during the period beginning with the grant date of the option and ending on the date of such exercise, have been employed by the Company or one of its Subsidiaries, provided that if: (i) Grantee ceases to be so employed by reason of Grantee's disability or retirement (as such terms are defined in the Plan and interpreted and administered by the Committee) while holding the option which has not expired and has not been fully exercised Grantee may, at any time within three years of the date of the onset of such disability or retirement (but in no event after the expiration of ten years from the grant date), exercise the option with respect to the number of shares, determined under Paragraph 2 above, as to which Grantee could have exercised the option on the date of the onset of such disability or retirement (or with respect to such greater number of shares as determined by the Committee in its sole discretion) and any remaining portion of the option shall be canceled and no longer exercisable; (ii) Grantee dies while holding the option which has not expired and has not been fully exercised, his executors, administrators, heirs or distributees, as the case may be, may, at any time within one year (or such other period determined by the Committee) after the date of death (but in no event after the Option has expired), exercise the option with respect to any shares, determined under Paragraph 2, as to which the decedent could have exercised the option at the time of his death (or with respect to such greater number of shares as determined by the Committee) and any remaining portion of the option shall be canceled and no longer exercisable; and (iii) Grantee's employment with the Company or its Subsidiaries is terminated for any reason other than as provided in clauses (i) and (ii) above and on the date of such termination Grantee holds the option which has not expired and has not been fully exercised, Grantee may, at any time within 30 days after such date of termination (but in no event after the expiration of ten years from the grant date), exercise the option with respect to the number of shares, determined under Paragraph 2 above, as to which Grantee could have exercised the option on such date of termination (or with respect to such greater number of shares as determined by the Committee in its sole discretion), and any remaining portion of the option shall be canceled and no longer exercisable. Any option that is not exercised within the periods contemplated in clauses (i), (ii), ) and (iii), or (iv) aboveabove shall be canceled and no longer exercisable. c) On the date of your termination of service as a director you (or in the event of your death, your estate or any person who acquires the right to exercise this option by bequest or inheritance or by reason of your death) may exercise this option for all shares at any time until .

Conditions to Exercise. This The option may not be exercised by you Grantee unless all of the following conditions are met: (a) Legal counsel for the Company must be satisfied at the time of exercise that the issuance of Shares shares of Common Stock upon exercise will be in compliance with the Securities Act of 1933, as amended, amended (the "Act") and applicable U.S. United States federal, state, local and foreign laws; (b) You Grantee must pay, pay at the time of exercise or as otherwise permitted by the Committee, the full exercise purchase price for the Shares shares of Common Stock being acquired hereunder, by (i) paying by cash in United States dollars or other currency acceptable to the Committee (which may be in the form of a certified check)by cash, (ii) subject to the Company’s prior consent, tendering Shares shares of Common Stock owned by you Grantee which have a Fair Market Value on the day of exercise fair market value equal to the full exercise purchase price for the Shares shares of Common Stock being acquired, such fair market value to be determined in such reasonable manner as may be provided from time to time by the Company or as may be required in order to comply with or conform to the requirements of any applicable or relevant laws or regulations, (iii) subject to the Company’s prior consent, by withholding from those Shares that would otherwise be obtained upon exercise a number of Shares having a Fair Market Value equal to the option price and/or required withholding taxes, (iv) subject to the Company’s prior consent, by delivery of a properly executed exercise notice together with irrevocable instructions to a securities broker (or, paying in the case of pledges, lender) approved by such other form as the Company to, (a) sell shares of Common Stock subject to the option and to deliver promptly to the Company a portion of the proceeds of such sale transaction on your behalf sufficient to pay the option price, or (b) pledge shares of Common Stock subject to the option to a margin account maintained with such broker or lender, as security for a loan, and such broker or lender, pursuant to irrevocable instructions, delivers to the Company the loan proceeds, sufficient to pay the option price, or (v) by any combination of (i), (ii), (iii)may determine in its sole discretion, or (iv) tendering a combination of the forms of payment provided for in Subparagraphs 3(b)(i) through 3(b)(iii) above.; and (c) On Grantee must, at all times during the period beginning with the grant date of the option and ending on the date of your termination of service as a director you such exercise, have been employed by the Company, except (or in the event of your death, your estate or any person who acquires the right i) if Grantee ceases to exercise this option by bequest or inheritance or be an employee by reason of your death) may exercise this option for all shares Grantee's disability or early, normal or deferred retirement or resignation, Grantee may, at any time until within one year of the date of the onset of such disability or retirement (but in no event after the expiration of ten years from the grant date) exercise the option with respect to the number of shares, determined under Paragraph 2 above, as to which Grantee could have exercised the option on the date of the onset of such disability or retirement or with respect to such greater number of shares as determined by the Company in its sole discretion, and any remaining portion of the option shall be cancelled by the Company, (ii) if Grantee ceases to be an employee by reason of death, the provisions of Paragraph 4 shall apply, (iii) if Grantees employment is terminated for any other reason (including termination by the Company for reasons other than death as described in Paragraph 4 or disability, retirement or resignation as described above), Grantee may, at any time within ninety days of the date of such termination (but in no event after the expiration of ten years from the grant date) exercise the option with respect to the number of shares, determined under Paragraph 2 above, as to which Grantee could have exercised the option on the date of such termination or with respect to such greater number of shares as determined by the Company in its sole discretion, and any remaining portion of the option shall be cancelled by the Company.