Common use of Consequences of a Reorganization Event Clause in Contracts

Consequences of a Reorganization Event. In connection with a Reorganization Event, the Board shall take any one or more of the following actions as to this Option on such terms as the Board determines: (i) provide this Option shall be assumed, or substantially equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to the Optionee, provide that the Optionee's unexercised Shares under this Option will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Optionee within a specified period following the date of such notice, (iii) provide that outstanding Shares under this Option shall become exercisable, realizable or deliverable, or restrictions applicable to this Option shall lapse, in whole or in part prior to or upon such Reorganization Event, (iv) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the "Acquisition Price"), make or provide for a cash payment to the Optionee equal to the excess, if any, of (A) the Acquisition Price times the number of shares of Common Stock subject to this Option (to the extent the exercise price does not exceed the Acquisition Price) over (B) the aggregate exercise price of this Option and any applicable tax withholding, in exchange for the termination of this Option, (v) provide that, in connection with a liquidation or dissolution of the Company, this Option shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise price thereof) and (vi) any combination of the foregoing. For purposes of clause (i) above, this Option shall be considered assumed if, following consummation of the Reorganization Event, the Option confers the right to purchase, for each share of Common Stock subject to the Option immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of this Option to consist solely of common stock of the acquiring or succeeding corporation (or an affiliate thereof) equivalent in fair market value to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event.

Consequences of a Reorganization Event. (i) In connection with a Reorganization Event, the Board shall may take any one or more of the following actions as to all or any (or any portion of) this Option option on such terms as the Board determines: (iA) provide that this Option option shall be assumed, or substantially equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (iiB) upon written notice to the OptioneeParticipant, provide that all of the Optionee's Participant’s unexercised Shares under this Option options will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Optionee Participant (to the extent then exercisable) within a specified period following the date of such notice, (iiiC) provide that outstanding Shares under this Option options shall become exercisable, realizable or deliverable, or restrictions applicable to this Option shall lapse, in whole or in part prior to or upon such Reorganization Event, (ivD) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the "“Acquisition Price"”), make or provide for a cash payment to the Optionee Participant with respect to each option held by the Participant equal to the excess, if any, of (A1) the Acquisition Price times the number of shares of Common Stock subject to the vested portion of this Option option (after giving effect to any acceleration of vesting that occurs upon or immediately prior to such Reorganization Event) multiplied by (2) the extent the exercise price does not exceed excess, if any, of (I) the Acquisition Price) Price over (BII) the aggregate exercise exercise, measurement or purchase price of this Option option and any applicable tax withholdingwithholdings, in exchange for the termination of this Optionoption, (vE) provide provided that, in connection with a liquidation or dissolution of the Company, this Option option shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise exercise, measurement or purchase price thereofthereof and any applicable tax withholdings) and (viF) any combination of the foregoing. In taking any of the actions permitted under this paragraph 6(b)(2), the Board shall not be obligated to treat all options held by the Participant or all options of the same type, identically. (ii) For purposes of clause (i) aboveparagraph 6(b)(2)(i)(A), this Option option shall be considered assumed if, following consummation of the Reorganization Event, the Option this option confers the right to purchasepurchase or receive pursuant to the terms of this option, for each share of Common Stock subject to the Option this option immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of this Option to consist solely of common stock of the acquiring or succeeding corporation (or an affiliate thereof) equivalent in fair market value to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event.offered

Consequences of a Reorganization Event. (i) In connection with a Reorganization Event, the Board shall may take any one or more of the following actions as to all or any (or any portion of) this Option option on such terms as the Board determines: (iA) provide that this Option option shall be assumed, or substantially equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (iiB) upon written notice to the OptioneeParticipant, provide that all of the Optionee's Participant’s unexercised Shares under this Option options will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Optionee Participant (to the extent then exercisable) within a specified period following the date of such notice, (iiiC) provide that outstanding Shares under this Option options shall become exercisable, realizable or deliverable, or restrictions applicable to this Option shall lapse, in whole or in part prior to or upon such Reorganization Event, (ivD) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the "“Acquisition Price"”), make or provide for a cash payment to the Optionee Participant with respect to each option held by the Participant equal to the excess, if any, of (A1) the Acquisition Price times the number of shares of Common Stock subject to the vested portion of this Option option (after giving effect to any acceleration of vesting that occurs upon or immediately prior to such Reorganization Event) multiplied by (2) the extent the exercise price does not exceed excess, if any, of (I) the Acquisition Price) Price over (BII) the aggregate exercise exercise, measurement or purchase price of this Option option and any applicable tax withholdingwithholdings, in exchange for the termination of this Optionoption, (vE) provide provided that, in connection with a liquidation or dissolution of the Company, this Option option shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise exercise, measurement or purchase price thereofthereof and any applicable tax withholdings) and (viF) any combination of the foregoing. In taking any of the actions permitted under this paragraph 6(b)(2), the Board shall not be obligated to treat all options held by the Participant or all options of the same type, identically. (ii) For purposes of clause (i) aboveparagraph 6(b)(2)(i)(A), this Option option shall be considered assumed if, following consummation of the Reorganization Event, the Option this option confers the right to purchasepurchase or receive pursuant to the terms of this option, for each share of Common Stock subject to the Option this option immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise or settlement of this Option option to consist solely of such number of shares of common stock of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determined to be equivalent in fair market value (as of the date of such determination or another date specified by the Board) to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event.

Consequences of a Reorganization Event. (i) In connection with a Reorganization Event, the Board shall may take any one or more of the following actions as to all (or any portion) of this Option option on such terms as the Board determines: (iA) provide that this Option option shall be assumed, or substantially equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (iiB) upon written notice to the OptioneeParticipant, provide that all of the Optionee's Participant’s unexercised Shares under this Option options will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Optionee Participant (to the extent then exercisable) within a specified period following the date of such notice, (iiiC) provide that outstanding Shares under this Option options shall become exercisable, realizable or deliverable, or restrictions applicable to this Option shall lapse, in whole or in part prior to or upon such Reorganization Event, (ivD) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the "“Acquisition Price"”), make or provide for a cash payment to the Optionee Participant with respect to each option held by the Participant equal to the excess, if any, of (A1) the Acquisition Price times the number of shares of Common Stock subject to the vested portion of this Option option (after giving effect to any acceleration of vesting that occurs upon or immediately prior to such Reorganization Event) multiplied by (2) the extent the exercise price does not exceed excess, if any, of (I) the Acquisition Price) Price over (BII) the aggregate exercise exercise, measurement or purchase price of this Option option and any applicable tax withholdingwithholdings, in exchange for the termination of this Optionoption, (vE) provide that, in connection with a liquidation or dissolution of the Company, this Option option shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise exercise, measurement or purchase price thereofthereof and any applicable tax withholdings) and (viF) any combination of the foregoing. In taking any of the actions permitted under this paragraph 6(b)(2), the Board shall not be obligated to treat all options held by the Participant or all options of the same type, identically. (ii) For purposes of clause (i) aboveparagraph 6(b)(2)(i)(A), this Option option shall be considered assumed if, following consummation of the Reorganization Event, the Option this option confers the right to purchasepurchase or receive pursuant to the terms of this option, for each share of Common Stock subject to the Option this option immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise or settlement of this Option option to consist solely of such number of shares of common stock of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determined to be equivalent in fair market value (as of the date of such determination or another date specified by the Board) to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event.

Consequences of a Reorganization Event. (A) In connection with a Reorganization Event, the Board shall may take any one or more of the following actions as to this Option the PSUs (or any portion thereof) on such terms as the Board determines: determines (except to the extent specifically provided otherwise in this Agreement or another agreement between the Company and the Participant): (i) provide this Option that the PSUs shall be assumed, or substantially equivalent options PSUs shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to the Optionee, provide that the Optionee's unexercised Shares under this Option will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Optionee within a specified period following the date of such notice, (iii) provide that outstanding Shares under this Option PSUs shall become exercisablerealizable, realizable or deliverable, or restrictions applicable to this Option the PSUs shall lapse, in whole or in part prior to or upon such Reorganization Event, (iviii) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the "“Acquisition Price"”), make or provide for a cash payment to the Optionee Participant with respect to the PSUs held by the Participant equal to the excess, if any, of (A) the Acquisition Price times the number of shares of Common Stock subject to this Option the vested portion of the PSUs (after giving effect to the extent the exercise price does not exceed the Acquisition Priceany acceleration of vesting that occurs upon or immediately prior to such Reorganization Event) over (B) the aggregate exercise price of this Option and reduced by any applicable tax withholdingwithholdings, in exchange for the termination of this Optionthe PSUs, (viv) provide that, in connection with a liquidation or dissolution of the Company, this Option the PSUs shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise price thereofany applicable tax withholdings) and (viv) any combination of the foregoing. For purposes . (B) Notwithstanding the terms of Section 8(b)(ii)(A), in the case of outstanding PSUs that are subject to Section 409A of the Code the Board may only undertake the actions set forth in clauses (ii), (iii) or (iv) of Section 8(b)(ii)(A) if the Reorganization Event constitutes a “change in control event” as defined under Treasury Regulation Section 1.409A-3(i)(5)(i) and such action is permitted or required by Section 409A of the Code; if the Reorganization Event is not a “change in control event” as so defined or such action is not permitted or required by Section 409A of the Code, and the acquiring or succeeding corporation does not assume or substitute the PSUs pursuant to clause (i) aboveof Section 8(b)(ii)(A), this Option then the unvested PSUs shall terminate immediately prior to the consummation of the Reorganization Event without any payment in exchange therefor. (C) For purposes of Section 8(b)(ii)(A)(i), the PSUs shall be considered assumed if, following consummation of the Reorganization Event, the Option confers PSUs confer the right to purchasereceive pursuant to the terms of the PSUs, for each share of Common Stock subject to the Option PSUs immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise settlement of this Option the PSUs to consist solely of such number of shares of common stock of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determined to be equivalent in fair market value (as of the date of such determination or another date specified by the Board) to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event.

Consequences of a Reorganization Event. (A) In connection with a Reorganization Event, the Board shall may take any one or more of the following actions as with respect to this Option option (or any portion thereof) on such terms as the Board determines: determines (except to the extent specifically provided otherwise in this Award Agreement or another agreement between the Company and the Participant): (i) provide that this Option option shall be assumed, or a substantially equivalent options option shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to the Optionee, provide that the Optionee's unexercised Shares under this Option will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Optionee within a specified period following the date of such notice, (iii) provide that outstanding Shares under this Option option shall become exercisable, realizable or deliverable, or restrictions applicable to this Option shall lapse, in whole or in part prior to or upon such Reorganization Event, (iviii) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the "“Acquisition Price"”), make or provide for a cash payment to the Optionee Participant with respect to this option equal to the excess, if any, of (A) the Acquisition Price times the number of shares of Common Stock subject to the vested portion of this Option option (after giving effect to the extent the exercise price does not exceed the Acquisition Priceany acceleration of vesting that occurs upon or immediately prior to such Reorganization Event) over multiplied by (B) the aggregate excess, if any, of (I) the Acquisition Price over (II) the exercise price of this Option option and any applicable tax withholdingwithholdings, in exchange for the termination of this Optionoption, (viv) provide that, in connection with a liquidation or dissolution of the Company, this Option option shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise price thereofthereof and any applicable tax withholdings) and (viv) any combination of the foregoing. . (B) For purposes of clause (i) aboveSection 6(b)(2)(A)(i), this Option option shall be considered assumed if, following consummation of the Reorganization Event, the Option this option confers the right to purchasepurchase or receive pursuant to the terms of this option, for each share of Common Stock subject to the Option this option immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of this Option option to consist solely of such number of shares of common stock of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determined to be equivalent in fair market value (as of the date of such determination or another date specified by the Board) to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event.

Consequences of a Reorganization Event. (A) In connection with a Reorganization Event, the Board shall may take any one or more of the following actions as to this Option the RSUs (or any portion thereof) on such terms as the Board determines: determines (except to the extent specifically provided otherwise in this Agreement or in another agreement between the Company and the Participant): (i) provide this Option that the RSUs shall be assumed, or substantially equivalent options RSUs shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to the Optionee, provide that the Optionee's unexercised Shares under this Option will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Optionee within a specified period following the date of such notice, (iii) provide that outstanding Shares under this Option RSUs shall become exercisablerealizable, realizable or deliverable, or restrictions applicable to this Option the RSUs shall lapse, in whole or in part prior to or upon such Reorganization Event, (iviii) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the "“Acquisition Price"”), make or provide for a cash payment to the Optionee Participant with respect to the RSUs held by the Participant equal to the excess, if any, of (A) the Acquisition Price times the number of shares of Common Stock subject to this Option the vested portion of the RSUs (after giving effect to the extent the exercise price does not exceed the Acquisition Priceany acceleration of vesting that occurs upon or immediately prior to such Reorganization Event) over (B) the aggregate exercise price of this Option and reduced by any applicable tax withholdingwithholdings, in exchange for the termination of this Optionthe RSUs, (viv) provide that, in connection with a liquidation or dissolution of the Company, this Option the RSUs shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise price thereofany applicable tax withholdings) and (viv) any combination of the foregoing. For purposes . (B) Notwithstanding the terms of Section 8(b)(ii)(A), in the case of outstanding RSUs that are subject to Section 409A of the Code the Board may only undertake the actions set forth in clauses (ii), (iii) or (iv) of Section 8(b)(ii)(A) if the Reorganization Event constitutes a “change in control event” as defined under Treasury Regulation Section 1.409A-3(i)(5)(i) and such action is permitted or required by Section 409A of the Code; if the Reorganization Event is not a “change in control event” as so defined or such action is not permitted or required by Section 409A of the Code, and the acquiring or succeeding corporation does not assume or substitute the RSUs pursuant to clause (i) aboveof Section 8(b)(ii)(A), this Option then the unvested RSUs shall terminate immediately prior to the consummation of the Reorganization Event without any payment in exchange therefor. (C) For purposes of Section 8(b)(ii)(A)(i), the RSUs shall be considered assumed if, following consummation of the Reorganization Event, the Option confers RSUs confer the right to purchasereceive pursuant to the terms of the RSUs, for each share of Common Stock subject to the Option RSUs immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise settlement of this Option the RSUs to consist solely of such number of shares of common stock of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determined to be equivalent in fair market value (as of the date of such determination or another date specified by the Board) to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event.

Consequences of a Reorganization Event. (A) In connection with a Reorganization Event, the Board shall may take any one or more of the following actions as with respect to this Option option (or any portion of this option) on such terms as the Board determines: determines (except to the extent specifically provided otherwise in another agreement between the Company and the Participant): (i) provide that this Option option shall be assumed, or a substantially equivalent options option shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to the OptioneeParticipant, provide that the Optionee's unexercised Shares under portion of this Option option will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Optionee Participant (to the extent then exercisable) within a specified period following the date of such notice, (iii) provide that outstanding Shares under this Option option shall become exercisable, realizable or deliverable, or restrictions applicable to this Option shall lapse, exercisable in whole or in part prior to or upon such Reorganization Event, (iv) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the "“Acquisition Price"”), make or provide for a cash payment to the Optionee Participant with respect to this option equal to the excess, if any, of (A) the Acquisition Price times the number of shares of Common Stock subject to the vested portion of this Option option (after giving effect to the extent the exercise price does not exceed the Acquisition Priceany acceleration of vesting that occurs upon or immediately prior to such Reorganization Event) over multiplied by (B) the aggregate excess, if any, of (I) the Acquisition Price over (II) the exercise price of this Option option and any applicable tax withholdingwithholdings, in exchange for the termination of this Optionoption, (v) provide that, in connection with a liquidation or dissolution of the Company, this Option option shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise price thereofhereof and any applicable tax withholdings) and (vi) any combination of the foregoing. . (B) For purposes of clause (i) aboveSection 5(b)(2)(A)(i), this Option option shall be considered assumed if, following consummation of the Reorganization Event, the Option this option confers the right to purchase, for each share of Common Stock subject to the Option this option immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of this Option option to consist solely of such number of shares of common stock of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determined to be equivalent in fair market value (as of the date of such determination or another date specified by the Board) to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event.

Consequences of a Reorganization Event. (A) In connection with a Reorganization Event, the Board shall may take any one or more of the following actions as with respect to this Option option (or any portion thereof) on such terms as the Board determines: determines (except to the extent specifically provided otherwise in another agreement between the Company and the Participant): (i) provide that this Option option shall be assumed, or a substantially equivalent options option shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to the OptioneeParticipant, provide that the Optionee's unexercised Shares under portion of this Option option will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Optionee Participant (to the extent then exercisable) within a specified period following the date of such notice, (iii) provide that outstanding Shares under this Option option shall become exercisable, realizable or deliverable, or restrictions applicable to this Option shall lapse, in whole or in part prior to or upon such Reorganization Event, (iv) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the "“Acquisition Price"”), make or provide for a cash payment to the Optionee Participant with respect to this option equal to the excess, if any, of (A) the Acquisition Price times the number of shares of Common Stock subject to the vested portion of this Option option (after giving effect to the extent the exercise price does not exceed the Acquisition Priceany acceleration of vesting that occurs upon or immediately prior to such Reorganization Event) over multiplied by (B) the aggregate excess, if any, of (I) the Acquisition Price over (II) the exercise price of this Option option and any applicable tax withholdingwithholdings, in exchange for the termination of this Optionoption, (v) provide that, in connection with a liquidation or dissolution of the Company, this Option option shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise price thereofhereof and any applicable tax withholdings) and (vi) any combination of the foregoing. . (B) For purposes of clause (i) aboveSection 6(c)(A)(i), this Option option shall be considered assumed if, following consummation of the Reorganization Event, the Option this option confers the right to purchase, for each share of Common Stock subject to the Option this option immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of this Option option to consist solely of such number of shares of common stock of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determined to be equivalent in fair market value (as of the date of such determination or another date specified by the Board) to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event.. ActiveUS 185520303v.2

Consequences of a Reorganization Event. (A) In connection with a Reorganization Event, the Board shall may take any one or more of the following actions as with respect to this Option option (or any portion thereof) on such terms as the Board determines: determines (except to the extent specifically provided otherwise in another agreement between the Company and the Participant): (i) provide that this Option option shall be assumed, or a substantially equivalent options option shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to the OptioneeParticipant, provide that the Optionee's unexercised Shares under portion of this Option option will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Optionee Participant (to the extent then exercisable) within a specified period following the date of such notice, (iii) provide that outstanding Shares under this Option option shall become exercisable, realizable or deliverable, or restrictions applicable to this Option shall lapse, in whole or in part prior to or upon such Reorganization Event, (iv) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the "“Acquisition Price"”), make or provide for a cash payment to the Optionee Participant with respect to this option equal to the excess, if any, of (A) the Acquisition Price times the number of shares of Common Stock subject to the vested portion of this Option option (after giving effect to the extent the exercise price does not exceed the Acquisition Priceany acceleration of vesting that occurs upon or immediately prior to such Reorganization Event) over multiplied by (B) the aggregate excess, if any, of (I) the Acquisition Price over (II) the exercise price of this Option option and any applicable tax withholdingwithholdings, in exchange for the termination of this Optionoption, (v) provide that, in connection with a liquidation or dissolution of the Company, this Option option shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise price thereofhereof and any applicable tax withholdings) and (vi) any combination of the foregoing. . (B) For purposes of clause (i) aboveSection 6(c)(A)(i), this Option option shall be considered assumed if, following consummation of the Reorganization Event, the Option this option confers the right to purchase, for each share of Common Stock subject to the Option this option immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of this Option option to consist solely of such number of shares of common stock of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determined to be equivalent in fair market value (as of the date of such determination or another date specified by the Board) to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event.

Consequences of a Reorganization Event. (A) In connection with a Reorganization Event, the Board shall may take any one or more of the following actions as with respect to this Option option (or any portion thereof) on such terms as the Board determines: determines (except to the extent specifically provided otherwise in another agreement between the Company and the Participant): (i) provide that this Option option shall be assumed, or a substantially equivalent options option shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to the OptioneeParticipant, provide that the Optionee's unvested portion of the option will terminate and/ or the unexercised Shares under portion of this Option option will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Optionee Participant (to the extent then exercisable) within a specified period following the date of such notice, (iii) provide that outstanding Shares under this Option option shall become exercisable, realizable or deliverable, or restrictions applicable to this Option shall lapse, in whole or in part prior to or upon such Reorganization Event, (iv) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the "“Acquisition Price"”), make or provide for a cash payment to the Optionee Participant with respect to this option equal to the excess, if any, of (A) the Acquisition Price times the number of shares of Common Stock subject to the vested portion of this Option option (after giving effect to the extent the exercise price does not exceed the Acquisition Priceany acceleration of vesting that occurs upon or immediately prior to such Reorganization Event) over multiplied by (B) the aggregate excess, if any, of (I) the Acquisition Price over (II) the exercise price of this Option option and any applicable tax withholdingwithholdings, in exchange for the termination of this Optionoption, (v) provide that, in connection with a liquidation or dissolution of the Company, this Option option shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise price thereofhereof and any applicable tax withholdings) and (vi) any combination of the foregoing. . (B) For purposes of clause (i) aboveSection 6(c)(A)(i), this Option option shall be considered assumed if, following consummation of the Reorganization Event, the Option this option confers the right to purchase, for each share of Common Stock subject to the Option this option immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of this Option option to consist solely of such number of shares of common stock of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determines to be equivalent in fair market value (as of the date of such determination or another date specified by the Board) to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event.

Consequences of a Reorganization Event. In connection with a Reorganization Event, the Board shall take any one or more of the following actions as to this Option on such terms as the Board determines: (i) provide this Option shall be assumed, or substantially equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to the Optionee, provide that the Optionee's ’s unexercised Shares under this Option will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Optionee within a specified period following the date of such notice, (iii) provide that outstanding Shares under this Option shall become exercisable, realizable or deliverable, or restrictions applicable to this Option shall lapse, in whole or in part prior to or upon such Reorganization Event, (iv) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the "“Acquisition Price"”), make or provide for a cash payment to the Optionee equal to the excess, if any, of (A) the Acquisition Price times the number of shares of Common Stock subject to this Option (to the extent the exercise price does not exceed the Acquisition Price) over (B) the aggregate exercise price of this Option and any applicable tax withholding, in exchange for the termination of this Option, (v) provide that, in connection with a liquidation or dissolution of the Company, this Option shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise price thereof) and (vi) any combination of the foregoing. For purposes of clause (i) above, this Option shall be considered assumed if, following consummation of the Reorganization Event, the Option confers the right to purchase, for each share of Common Stock subject to the Option immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of this Option to consist solely of common stock of the acquiring or succeeding corporation (or an affiliate thereof) equivalent in fair market value to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event.

Consequences of a Reorganization Event. (1) In connection with a Reorganization Event, the Board shall may take any one or more of the following actions as with respect to this Option option (or any portion thereof) on such terms as the Board determines: determines (except to the extent specifically provided otherwise in another agreement between the Company and the Participant): (i) provide that this Option option shall be assumed, or a substantially equivalent options option shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to the OptioneeParticipant, provide that the Optionee's unexercised Shares under portion of this Option option will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Optionee Participant (to the extent then exercisable) within a specified period following the date of such notice, (iii) provide that outstanding Shares under this Option option shall become exercisable, realizable or deliverable, or restrictions applicable to this Option shall lapse, in whole or in part prior to or upon such Reorganization Event, (iv) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the "“Acquisition Price"”), make or provide for a cash payment to the Optionee Participant with respect to this option equal to the excess, if any, of (A) the Acquisition Price times the number of shares of Common Stock subject to the vested portion of this Option option (after giving effect to the extent the exercise price does not exceed the Acquisition Priceany acceleration of vesting that occurs upon or immediately prior to such Reorganization Event) over multiplied by (B) the aggregate excess, if any, of (I) the Acquisition Price over (II) the exercise price of this Option option and any applicable tax withholdingwithholdings, in exchange for the termination of this Optionoption, (v) provide that, in connection with a liquidation or dissolution of the Company, this Option option shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise price thereofhereof and any applicable tax withholdings) and (vi) any combination of the foregoing. . (2) For purposes of clause (i) aboveSection 6(c)(1)(i), this Option option shall be considered assumed if, following consummation of the Reorganization Event, the Option this option confers the right to purchase, for each share of Common Stock subject to the Option this option immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of this Option option to consist solely of such number of shares of common stock of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determined to be equivalent in fair market value (as of the date of such determination or another date specified by the Board) to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event.