Common use of Corporate Transaction Clause in Contracts

Corporate Transaction. (a) All the Option Shares subject to this option at the time of a Corporate Transaction but not otherwise vested shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate so that this option shall, immediately prior to the effective date of the Corporate Transaction, become exercisable for all of the Option Shares as fully-vested shares of Common Stock and may be exercised for any or all of those Option Shares. No such accelerated vesting of the Option Shares, however, shall occur if and to the extent: (i) this option is, in connection with the Corporate Transaction, either to be assumed by the successor Company (or parent thereof) or to be replaced with a comparable option to purchase shares of the capital stock of the successor Company (or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor Company which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the Vesting Schedule. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and its determination shall be final, binding and conclusive. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor Company (or parent thereof) in connection with the Corporate Transaction. (c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price provided the aggregate Exercise Price shall remain the same. (d) [Intentionally omitted] (e) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. (a) All the Option Shares subject to this option at the time of a Corporate Transaction but not otherwise vested The Repurchase Right shall automatically terminate in its entirety, and all the Purchased Shares shall vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate so that this option shallfull, immediately prior to the effective date consummation of the any Corporate Transaction, become exercisable for all except to the extent the Repurchase Right is to be assigned to the successor entity in such Corporate Transaction. Notwithstanding the foregoing, with respect to any Purchased Shares that are subject to Section 409A of the Option Code and payment or settlement for such Shares as fully-vested shares of Common Stock and may is to be exercised for any or all of those Option Shares. No such accelerated vesting of the Option Shares, however, shall occur if and to the extent: (i) this option is, in connection with the Corporate Transaction, either no Corporate Transaction will be deemed to be assumed by the successor Company (or parent thereof) or to be replaced with a comparable option to purchase shares have occurred for purposes of the capital stock Plan and any award agreement unless such event(s) also constitutes a “change in the ownership”, “change in the effective control” or a “change in the ownership of a substantial portion of the successor Company (or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program assets” of the successor Company which preserves the spread existing on the unvested Option Shares at the time Corporation as defined under Section 409A of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the Vesting Schedule. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and its determination shall be final, binding and conclusiveCode. (b) Immediately To the extent the Repurchase Right remains in effect following a Corporate Transaction, such right shall apply to any new securities or other property (including any cash payments) received in exchange for the Purchased Shares in consummation of the Corporate Transaction, this option shall terminate and cease to be outstanding, except but only to the extent assumed the Purchased Shares are at the time covered by the successor Company (or parent thereof) in connection with the Corporate Transaction. (c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate right. Appropriate adjustments shall also be made to the Exercise Price provided price per share payable upon exercise of the Repurchase Right to reflect the effect of the Corporate Transaction upon the Corporation’s capital structure; provided, however, that the aggregate Exercise Price purchase price shall remain the same. . The new securities or other property (dincluding any cash payments) [Intentionally omitted] issued or distributed with respect to the Purchased Shares in consummation of the Corporate Transaction shall be immediately deposited in escrow with the Corporation (eor the successor entity) This Agreement and shall not be released from escrow until Optionee vests in any way affect such securities or other property in accordance with the right of same Vesting Schedule in effect for the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assetsPurchased Shares.

Corporate Transaction. (ai) All In the Option Shares subject to this option at event of any Corporate Transaction, the time vesting and settlement of a Corporate Transaction but not otherwise vested the Award shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate accelerate so that this option the Award shall, immediately prior to the effective date of the Corporate Transaction, become exercisable for all fully vested. However, the vesting and settlement of the Option Shares as fully-vested shares of Common Stock and may be exercised for any or all of those Option Shares. No such accelerated vesting of the Option Shares, however, Award shall occur not so accelerate if and to the extent: (i) this option the Award is, in connection with the Corporate Transaction, either to be assumed by the successor Company corporation (or parent thereof) or to be replaced with a comparable option cash incentive right with respect to purchase shares of the capital stock of the successor Company (or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company corporation (or parent thereof) or (ii) this option the Award is to be replaced with a another cash incentive program of the successor Company corporation which preserves the spread existing on the unvested Option Shares Settlement Value as determined at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the Vesting Schedulesame payment schedule set forth above. The determination of option award comparability under clause (i) or (ii) above shall be made by the Plan Administrator, and its determination shall be final, binding and conclusive. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except Committee as constituted prior to the extent assumed by the successor Company (or parent thereof) in connection with consummation of the Corporate Transaction. (cii) If this option the Award is assumed in connection with a Corporate Transaction, then this option the Award shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities with respect to a holder of the Common Stock with respect to which the Award relates would have been issuable to Optionee in received upon consummation of such Corporate Transaction had the option such shares been exercised outstanding immediately prior to such Corporate Transaction, and appropriate . Appropriate adjustments to reflect such Corporate Transaction shall also be made to the Exercise Price Settlement Value as determined at the time of the Corporate Transaction, provided that both (A) such Settlement Value in the aggregate Exercise under the Award and (B) the ratio of the Base Price to the Settlement Value as of the time of the Corporate Transaction, shall remain the samesame both immediately prior to and following any such adjustment made as of the time of the Corporate Transaction. Any such adjustment may result in fractional units and/or fractional cents per unit, neither of which shall be subject to rounding to a whole unit or whole cent. (diii) [Intentionally omitted] (e) This Agreement Notwithstanding anything herein to the contrary, the Committee shall not in have the discretion, at any way affect time while the right Award remains outstanding, to provide for the automatic acceleration of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part vesting and settlement of its business or assetsthe Award upon the occurrence of a Change in Control.

Corporate Transaction. (a) All a. In the event of any Corporate Transaction, the Option Shares at the time subject to this option at the time of a Corporate Transaction but not otherwise vested shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate full so that this option shall, immediately prior to the effective date of the Corporate Transaction, become exercisable for all of the Option Shares as fully-vested shares of Common Stock and may be exercised for any or all of those Option Sharesvested shares. No such accelerated vesting of However, the Option Shares, however, Shares shall occur not vest on such an accelerated basis if and to the extent: (i) this option is, in connection with the Corporate Transaction, either to be is assumed by the successor Company corporation (or parent thereof) or to be replaced with a comparable option to purchase shares of in the capital stock of the successor Company (or parent thereof), Corporate Transaction and the Company’s Corporation's repurchase rights with respect to the unvested Option Shares are to be assigned to such successor Company corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor Company corporation which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the same Vesting Schedule. The determination of option comparability under clause (i) shall be made by Schedule applicable to those unvested Option Shares as set forth in the Plan Administrator, and its determination shall be final, binding and conclusiveGrant Notice. (b) b. Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor Company corporation (or parent thereof) in connection with the Corporate Transaction. (c) c. If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price Price, provided the aggregate Exercise Price shall remain the same. (d) [Intentionally omitted] (e) d. This Agreement shall not in any way affect the right of the Company Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. (a) All In the Option Shares subject event of a Corporate Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue your option or may substitute a similar stock award for your option (including but not limited to, awards to this acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction). A surviving corporation or acquiring corporation may choose to assume or continue only a portion of your option at or substitute a similar stock award for only a portion of your option. The terms of any assumption, continuation or substitution shall be set by the time Board. (b) In the event of a Corporate Transaction but in which the surviving corporation or acquiring corporation (or its parent company) does not otherwise vested shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate so that this assume or continue your option shallor substitute a similar stock award for your option, immediately then if your Continuous Service has not terminated more than three (3) months prior to the effective date time of the Corporate Transaction, become exercisable for all the vesting and exercisability of your option shall (contingent upon the Option Shares as fully-vested shares effectiveness of Common Stock and may be exercised for any or all of those Option Shares. No such accelerated vesting of the Option Shares, however, shall occur if and to the extent: (i) this option is, in connection with the Corporate Transaction) be accelerated in full to a date prior to the effective time of such Corporate Transaction as the Board shall determine (or, either if the Board shall not determine such a date, to be assumed by the successor Company date that is five (or parent thereof5) or days prior to be replaced with a comparable option to purchase shares the effective time of the capital stock of the successor Company (or parent thereofCorporate Transaction), and the Company’s repurchase rights with respect your option shall terminate if not exercised at or prior to the Option Shares are to be assigned to such successor Company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor Company which preserves the spread existing on the unvested Option Shares at the effective time of the Corporate Transaction (contingent upon the excess effectiveness of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the Vesting Schedule. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and its determination shall be final, binding and conclusiveCorporate Transaction). (bc) Immediately following In the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue your option or substitute a similar stock award for your option, then if your Continuous Service has terminated more than three (3) months prior to the effective time of the Corporate Transaction, this the vesting and exercisability of your option shall not be accelerated and your option shall terminate and cease to be outstanding, except if not exercised (if applicable) prior to the extent assumed by the successor Company (or parent thereof) in connection with effective time of the Corporate Transaction. (cd) If this Notwithstanding the foregoing, in the event your option is assumed in connection with will terminate if not exercised prior to the effective time of a Corporate Transaction, then this the Board may provide, in its sole discretion, that you may not exercise your option shall but will receive a payment, in such form as may be appropriately adjusteddetermined by the Board, immediately after such Corporate Transaction, to apply equal in value to the number and class excess, if any, of securities which (i) the value of the property you would have been issuable to Optionee received upon the exercise of your option, over (ii) any exercise price payable by you in consummation of connection with such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price provided the aggregate Exercise Price shall remain the sameexercise. (d) [Intentionally omitted] (e) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. (a) All a. In the event of any Corporate Transaction, the Option Shares at the time subject to this option at the time of a Corporate Transaction but not otherwise vested shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate full so that this option shall, immediately prior to the effective date of the Corporate Transaction, become exercisable for all of the Option Shares as fully-vested shares of Common Stock and may be exercised for any or all of those Option Sharesvested shares. No such accelerated vesting of However, the Option Shares, however, Shares shall occur not vest on such an accelerated basis if and to the extent: (i) this option is, in connection with the Corporate Transaction, either to be is assumed by the successor Company corporation (or parent thereof) or to be replaced with a comparable option to purchase shares of in the capital stock of the successor Company (or parent thereof), Corporate Transaction and the Company’s Corporation's repurchase rights with respect to the unvested Option Shares are to be assigned to such successor Company corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor Company corporation which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the same Vesting Schedule. The determination of option comparability under clause (i) shall be made by Schedule applicable to those unvested Option Shares as set forth in the Plan Administrator, and its determination shall be final, binding and conclusiveGrant Notice. (b) b. Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor Company corporation (or parent thereof) in connection with the Corporate Transaction. (c) c. If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price Price, provided the aggregate Exercise Price shall remain the same. d. Should there occur an Involuntary Termination of Optionee's Service within eighteen (d18) [Intentionally omitted]months following a Corporate Transaction in which this option is assumed or replaced and the Corporation's repurchase rights with respect to the unvested Option Shares are assigned, all the Option Shares at the time subject to this option but not otherwise vested shall automatically vest, and the Corporation's repurchase rights with respect to those Option Shares shall terminate, so that this option shall immediately become exercisable for all those Option Shares as fully-vested shares of Common Stock and may be exercised for any or all of those vested Option Shares at any time prior to the earlier of (i) the Expiration Date or (ii) the expiration of the one (l)-year period measured from the date of such Involuntary Termination. (e) e. This Agreement shall not in any way affect the right of the Company Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. (a) All the Option Shares subject to this option at the time of a Corporate Transaction but not otherwise vested A. The Repurchase Rights shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate so that this option shall, immediately prior to the effective date of the Corporate Transaction, become exercisable for all of the Option Shares as fully-vested shares of Common Stock and may be exercised for any or all of those Option Shares. No such accelerated vesting of the Option Shares, however, shall occur if and to the extent: (i) this option is, in connection with the Corporate Transaction, either to be assumed by the successor Company (or parent thereof) or to be replaced with a comparable option to purchase shares of the capital stock of the successor Company (or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor Company which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the Vesting Schedule. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and its determination shall be final, binding and conclusive. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstandingexercisable with respect to a portion of the Purchased Shares upon the consummation of any Corporate Transaction, except provided that such repurchase right shall not terminate if and to the extent assumed by the repurchase rights are assigned to the successor Company corporation (or parent thereof) in connection with such Corporate Transaction. The portion of the Purchased Shares with respect to which the repurchase rights will terminate shall be a number of Purchased Shares equal to the total number of Unvested Shares immediately prior to the Corporate Transaction multiplied by a fraction, the NUMERATOR of which is the number of complete months which elapsed after the Vesting Commencement Date set forth in the Grant Notice and the date of the Corporate Transaction, and the DENOMINATOR of which is the number of months required under the Grant Notice for all of the Purchased Shares to become fully vested. Any and all repurchase rights which will not be either assigned or terminated at the time of the Corporate Transaction may be exercised by the Company immediately prior to the Corporate Transaction. (c) If this option is assumed B. Repurchase rights which are assigned in connection with a Corporate Transaction, then this option Transaction shall be appropriately adjusted, immediately after such Corporate Transaction, to apply exercisable with respect to the number and class of securities which would have been issuable property issued to the Optionee in upon consummation of such Corporate Transaction had in exchange for the option been exercised Common Stock held by the Optionee subject to the repurchase rights immediately prior to the Corporate Transaction. C. Any Repurchase Rights which are assigned in a Corporate Transaction and do not otherwise become vested at that time, shall automatically terminate and cease to be exercisable in the event the Optionee's Service should subsequently terminate by reason of an Involuntary Termination within twenty-four (24) months following the effective date of such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price provided the aggregate Exercise Price shall remain the same. (d) [Intentionally omitted] (e) D. This Agreement shall not in any way affect the right of the Company Corporation to adjust, reclassify, reorganize or otherwise change make changes in its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. a. In the event of any of the following stockholder- approved transactions to which the Corporation is a party (aa "Corporate Transaction"): (i) All a merger or consolidation in which the Option Shares subject Corporation is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Corporation is incorporated, (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Corporation in complete liquidation or dissolution of the Corporation, or (iii) any reverse merger in which the Corporation is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation's outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such merger, this option option, to the extent outstanding at the such time of a Corporate Transaction but not otherwise vested exercisable, shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate accelerate so that this such option shall, immediately prior to the specified effective date of for the Corporate Transaction, become fully exercisable for all of the Option Shares as fully-vested shares of Common Stock at the time subject to this option and may be exercised for all or any or all portion of those Option Sharessuch shares as fully vested shares of Common Stock. No such accelerated vesting acceleration of the Option Sharesthis option, however, shall occur if and to the extent: (i) this option is, in connection with the Corporate Transaction, either to be assumed by the successor Company (corporation or parent thereof) thereof or to be replaced with a comparable option to purchase shares of the capital stock of the successor Company (corporation or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) thereof or (ii) this such option is to be replaced with a cash incentive program of the successor Company corporation which preserves the option spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value (as such term is defined in Paragraph 9.c) of those the Option Shares at the time subject to this option over the aggregate Exercise Price payable for such shares) and provides for subsequent payout pay out in accordance with the Vesting Schedulesame vesting schedule in effect for the option pursuant to the option exercise schedule set forth in the Grant Notice. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and its such determination shall be final, binding and conclusive. b. The portion of this option accelerated in connection with any Corporate Transaction shall remain exercisable as an incentive stock option under the Federal tax laws (bif the option is designated as such in the Grant Notice) Immediately following only to the extent the applicable dollar limitation of Paragraph 17 is not exceeded in the calendar year of such Corporate Transaction. c. This option, this option to the extent not previously exercised, shall terminate and cease to be outstandingoutstanding immediately following the consummation of such Corporate Transaction, except to the extent unless it is expressly assumed by the successor Company (corporation or its parent thereof) in connection with the Corporate Transactioncorporation. (c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price provided the aggregate Exercise Price shall remain the same. (d) [Intentionally omitted] (e) d. This Agreement shall not in any no way affect the right of the Company Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. (a) All In the Option Shares subject to this option at the time event of a Corporate Transaction but not otherwise prior to the third anniversary of the Vesting Commencement Date, Mr. Field will acquire a vested shall automatically vest interest in, and the Company’s repurchase rights Special Level One Option will become fully exercisable with respect to those Option Shares set forth in this Agreement shall immediately terminate so that this to, all of the option shall, shares immediately prior to the effective date of the Corporate Transaction, become exercisable for all . The Corporation is required to provide Mr. Field with a minimum of ten days prior written notice of any Corporate Transaction. Upon the Option Shares as fully-vested shares consummation of Common Stock and may be exercised for any or all of those Option Shares. No such accelerated vesting of the Option Shares, however, shall occur if and to the extent: (i) this option is, in connection with the Corporate Transaction, either to be assumed by the successor Company (or parent thereof) or to be replaced with a comparable option to purchase shares of the capital stock of the successor Company (or parent thereof), and the Company’s repurchase rights with respect to the Special Level One Option Shares are to be assigned to such successor Company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor Company which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the Vesting Schedule. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and its determination shall be final, binding and conclusive. (b) Immediately following the Corporate Transaction, this option shall will terminate and cease to be outstanding, except to the extent assumed by the successor Company (or parent thereof) in connection with corporation. If the Corporate Transaction. (c) If this option Special Level One Option is assumed in connection with a Corporate Transaction, then this the option shall will be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee Mr. Field in consummation of such Corporate Transaction had the option Special Level One Option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price Price, provided the aggregate Exercise Price shall is required to remain the same.. For purposes of the Special Level One Option, a CORPORATE TRANSACTION will be deemed to occur upon: (di) [Intentionally omitted]a stockholder-approved merger or consolidation in which securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation's outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction, or (eii) This Agreement shall a stockholder-approved sale, transfer or other disposition of all or substantially all of the Corporation's assets, or (iii) the acquisition, directly or indirectly by any person or related group of persons (other than the Corporation or a person that directly or indirectly controls, is controlled by, or is under common control with, the Corporation), of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act of 1934, as amended (the "1934 Act")) of securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation's outstanding securities pursuant to a tender or exchange offer made directly to the Corporation's stockholders. The Special Level One Option will not in any way affect the right of the Company Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. TRANSFERABILITY OF COMMON STOCK The shares of Common Stock issuable upon exercise of the Special Level One Option are considered restricted securities under the securities laws and therefore are subject to certain transfer restrictions. These restrictions are discussed in the section entitled "Restrictions on Resale" at the end of this document. However, the Corporation has agreed to use all reasonable efforts to register Mr. Field's option shares on a Form S-8 with the Securities and Exchange Commission (the "SEC") (and under any state securities laws as reasonably requested by Mr. Field), and to keep such registration statement on Form S-8 effective until all of the options granted to him have been exercised in full or have expired. Under an effective registration statement, the vested shares of Common Stock may be freely transferred by Mr. Field, subject only to the restriction discussed below in the section entitled "Limitations on Transactions Involving Common Stock" and the Rule 144 restrictions discussed in the section entitled "Restrictions on Resale" at the end of this document.

Corporate Transaction. (a) All Subject to the Option Shares subject to exceptions set forth in the last sentence of this option at Section 17.3 and the time last sentence of Section 17.4, upon the occurrence of a Corporate Transaction but not otherwise Transaction: (i) all outstanding shares of Restricted Stock shall be deemed to have vested, and all Stock Units shall be deemed to have vested shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shares of Stock subject thereto shall immediately terminate so that this option shallbe delivered, immediately prior to the effective date occurrence of the Corporate Transaction, become exercisable for all of the Option Shares as fully-vested shares of Common Stock and may be exercised for any or all of those Option Shares. No such accelerated vesting of the Option Shares, however, shall occur if and to the extent: (i) this option is, in connection with the Corporate Transaction, either to be assumed by the successor Company (or parent thereof) or to be replaced with a comparable option to purchase shares of the capital stock of the successor Company (or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor Company which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the Vesting Schedule. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and its determination shall be final, binding and conclusive. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor Company (or parent thereof) in connection with the Corporate Transaction. (c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and (ii) either of the following two actions shall be taken: (A) fifteen days prior to the scheduled consummation of a Corporate Transaction, all Options and SARs outstanding hereunder shall become immediately exercisable and shall remain exercisable for a period of fifteen days, or (B) the Board may elect, in its sole discretion, to cancel any outstanding Awards of Options, Restricted Stock, Stock Units, and/or SARs and pay or deliver, or cause to be paid or delivered, to the holder thereof an amount in cash or securities having a value (as determined by the Board acting in good faith), in the case of Restricted Stock or Stock Units, equal to the formula or fixed price per share paid to holders of shares of Stock and, in the case of Options or SARs, equal to the product of the number of shares of Stock subject to the Option or SAR (the “Award Shares”) multiplied by the amount, if any, by which (I) the formula or fixed price per share paid to holders of shares of Stock pursuant to such transaction exceeds (II) the Option Price or SAR Exercise Price applicable to such Award Shares. With respect to the Company's establishment of an exercise window, (i) any exercise of an Option or SAR during such fifteen-day period shall be conditioned upon the consummation of the event and shall be effective only immediately before the consummation of the event, and (ii) upon consummation of any Corporate Transaction, the Plan and all outstanding but unexercised Options and SARs shall terminate. The Board shall send notice of an event that will result in such a termination to all individuals who hold Options and SARs not later than the time at which the Company gives notice thereof to its stockholders. This Section 17.3 shall not apply to any Corporate Transaction to the extent that provision is made in writing in connection with such Corporate Transaction for the assumption or continuation of the Options, SARs, Stock Units and Restricted Stock theretofore granted, or for the substitution for such Options, SARs, Stock Units and Restricted Stock for new common stock options and stock appreciation rights and new common stock units and restricted stock relating to the stock of a successor entity, or a parent or subsidiary thereof, with appropriate adjustments shall also be made as to the Exercise Price provided number of shares (disregarding any consideration that is not common stock) and option and stock appreciation right exercise prices, in which event the aggregate Exercise Price Plan, Options, SARs, Stock Units and Restricted Stock theretofore granted shall remain continue in the samemanner and under the terms so provided. (d) [Intentionally omitted] (e) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. A. In the event of any of the following stockholder-approved transactions to which the Corporation is a party (aa “Corporate Transaction”): (i) All a merger or consolidation in which the Option Shares subject Corporation is not the surviving entity and in which securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities are transferred to person or persons different from the persons holding those securities immediately prior to such merger or consolidation, (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Corporation in complete liquidation or dissolution of the Corporation, or (iii) any reverse merger in which the Corporation is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger, this option option, to the extent outstanding at the such time of a Corporate Transaction but not otherwise vested fully exercisable, shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate accelerate so that this such option shall, immediately prior to the specified effective date of for the Corporate Transaction, become fully exercisable for all of the Option Shares as fully-vested shares of Common Stock Granted which are at the time subject to such option and may be exercised for all or any or all portion of those Option Shares. No such accelerated vesting of shares as fully-vested shares. B. This option, to the Option Shares, howeverextent not previously exercised, shall occur if and to terminate upon the extent: (i) this option is, in connection with the Corporate Transaction, either to be assumed by the successor Company (or parent thereof) or to be replaced with a comparable option to purchase shares consummation of the capital stock of the successor Company (or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor Company which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the Vesting Schedule. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and its determination shall be final, binding and conclusive. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent unless it is expressly assumed by the successor Company (corporation or parent thereof) thereof or otherwise continued in connection with the Corporate Transactioneffect. (c) C. If this option is assumed in connection with a the Corporate TransactionTransaction or is otherwise to continue outstanding, then this option shall be appropriately adjustedshall, immediately after such Corporate Transaction, be appropriately adjusted to apply and pertain to the number and class of securities which would have been issuable issued to Optionee in the consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate . Appropriate adjustments shall also be made to the Exercise Option Price payable per share, provided the aggregate Exercise Option Price payable hereunder shall remain the same. In addition, upon the Optionee’s cessation of Service for any reason following such Corporate Transaction, Optionee shall have a one (1) year and ninety (90) day period commencing with the date of such cessation of Service in which to exercise this option for any or all of the Shares Granted at the time subject to this option at the time of such cessation of Service. In no event, however, may this option be exercised at any time after the specified Expiration Date of the option term. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, this option shall terminate and cease to be outstanding. D. The portion of this option (dif any) [Intentionally omitted]accelerated in connection with any Corporate Transaction shall remain exercisable as an incentive stock option under the Federal tax laws (if the option is designated as such in the Grant Notice) only to the extent the applicable dollar limitation of Paragraph 17 is not exceed in the calendar year of such Corporate Transaction. (e) E. This Agreement shall not in any way affect the right of the Company Corporation to adjust, reclassify, reorganize or otherwise change make changes in its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. (a) All If the Option Shares subject to this option at the time of Company consummates a Corporate Transaction prior to the payment in full or conversion of the Notes pursuant to Section 2.2(a) above, then the outstanding principal and accrued but not otherwise vested shall automatically vest and unpaid interest outstanding under the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate so that this option terms of the Note(s) held by each Non-Voting Holder shall, at the option of the Non-Voting Holder thereof, either be (i) due and payable in full by the Company at the Make-Whole Amount, or (ii) converted into Conversion Shares pursuant to this Section 2.2(c); in each case which shall occur immediately prior to the effective date consummation of the Corporate TransactionTransaction and which may be conditioned upon such consummation. If the Notes are to be converted into Conversion Shares pursuant to Section 2.2(c)(ii), become exercisable for all the number of Conversion Shares to be issued upon the conversion of the Option Shares Note shall be determined by dividing (A) the outstanding principal and accrued but unpaid interest outstanding on each Note to be converted as fully-vested shares of Common Stock and may be exercised the date of conversion by (B) a conversion price of $1.25 per share (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or all of those Option Sharesthe like). No such accelerated vesting of the Option Shares, however, shall occur if and At least ten (10) days prior to the extent: (i) this option is, in connection with the closing of a Corporate Transaction, either to be assumed by the successor Company (or parent thereof) or to be replaced with a comparable option to purchase shares shall notify the Non-Voting Holder of each Note in writing of the capital stock of the successor Company (or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor Company which preserves the spread existing on the unvested Option Shares at the time terms of the Corporate Transaction (the excess “Corporate Transaction Notice”), and the Non-Voting Holder shall inform the Company of the Fair Market Value of those Option Shares over the Exercise Price payable for its decision as set forth above within such shares) and provides for subsequent payout in accordance with the Vesting Schedule10-day period. The determination of option comparability under clause term “Non-Voting Holder” shall mean (i) shall be made Remeditex, only if the Corporate Transaction is approved by the Plan Administrator, and its determination shall be final, binding and conclusive. (b) Immediately following Board of Directors without the Corporate Transaction, this option shall terminate and cease to be outstanding, except approval of either director appointed by Remeditex pursuant to the extent assumed Charter; and (ii) each Non-Remeditex Lender. Further, with respect to any Corporate Transaction that is approved by either director appointed by Remeditex pursuant to the Charter, the Note held by Remeditex shall, at the option of Remeditex, be due and payable in full by the successor Company (or parent thereof) in connection with converted into Conversion Shares on the Corporate Transaction. (c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply same terms as the Convertible Promissory Notes held by Remeditex as of the date hereof pursuant to the number and class of securities which would have been issuable to Optionee Existing NPAs (as defined in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price provided the aggregate Exercise Price shall remain the sameSection 7.2 below). (d) [Intentionally omitted] (e) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. A. For purposes of this Paragraph 6, a "Corporate Transaction" shall be one or more of the following stockholder-approved transactions: (ai) All a merger or consolidation in which the Option Shares subject Company is not the surviving entity, except for a transaction the principal purpose of which is to this option at change the time State of a Corporate Transaction but not otherwise vested shall automatically vest and the Company’s repurchase rights with respect 's incorporation, (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company in liquidation or dissolution of the Company, or (iii) any reverse merger in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities are transferred to holders different from those Option Shares set forth in this Agreement shall immediately terminate so that this option shall, who held such securities immediately prior to the effective date of the Corporate Transaction, become exercisable for all of the such merger. B. If this Option Shares as fully-vested shares of Common Stock and may is to be exercised for any or all of those Option Shares. No such accelerated vesting of the Option Shares, however, shall occur if and to the extent: (i) this option is, assumed in connection with the Corporate Transaction, either Transaction or is otherwise to be assumed by the successor Company (or parent thereof) or to be replaced with a comparable option to purchase shares of the capital stock of the successor Company (or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor Company which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout continue in accordance with the Vesting Schedule. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and its determination shall be final, binding and conclusive. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor Company (or parent thereof) in connection with the Corporate Transaction. (c) If this option is assumed in connection with a Corporate Transactioneffect, then this option it shall be appropriately adjusted, immediately after such Corporate Transaction, to apply and pertain to the number and class of securities which would have been issuable to Optionee issuable, in consummation of such Corporate Transaction had Transaction, to an actual holder of the option been exercised same number of shares of Common Stock as are subject to such Option immediately prior to such Corporate Transaction, and appropriate . Appropriate adjustments shall also be made to the Exercise Price Option Price, provided that the aggregate Exercise Price Option pricePayable for such securities shall remain the same. (d) [Intentionally omitted]C. If in the event of any Corporate Transaction this Option is not assumed or continued in accordance with Paragraph 6.B, the exercisability of this Option shall automatically accelerate so that, immediately prior to the specified effective date for the Corporate Transaction, this Option shall become fully exercisable with respect to all of the Option Shares. (e) D. This Option, to the extent not previously exercised, shall terminate upon the consummation of the Corporate Transaction and cease to be exercisable, unless it is expressly assumed or continued by the successor corporation or parent thereof. E. This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change make changes in its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. (a) All In the Option Shares subject to this option at the time event of a Corporate Transaction but not otherwise vested shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate so that this option shall, immediately prior to the effective date of the any Corporate Transaction, become exercisable for all of the Option Shares as fully-vested shares of Common Stock and may be exercised for any or all of those Option Shares. No such accelerated vesting of Board shall have the Option Shares, however, discretion to provide that each outstanding Warrant shall occur if and to the extent: either (i) this option is, in connection with the Corporate Transaction, either to be assumed by the successor Company corporation (or parent thereof), (ii) or to be replaced with a comparable option Warrant to purchase shares of the capital stock of the successor Company corporation (or parent thereof), and the Company’s repurchase rights with respect or (iii) be terminated in exchange for consideration equal to the Option Shares are to be assigned to such successor Company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor Company which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of difference between the Fair Market Value of those Option Shares over the Warrants held by the Holder and the aggregate Exercise Price payable for of such shares) and provides for subsequent payout in accordance with the Vesting ScheduleWarrants. The determination of option Board shall determine Warrant comparability under clause (iii) shall be made by the Plan Administratorabove, and its determination shall be final, binding and conclusive. (b) Immediately following the consummation of a Corporate Transaction, this option all outstanding Warrants shall terminate and cease to be outstanding, except to the extent assumed by the successor Company corporation (or parent thereof) in connection with the Corporate Transaction). (c) If this option Each Warrant that is assumed in connection with a Corporate Transaction, then this option Transaction shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which that would have been issuable to Optionee the Holder in consummation of connection with such Corporate Transaction had the option Warrant been exercised immediately prior to such Corporate Transaction. Appropriate adjustments, and appropriate adjustments if any, shall also be made to the Exercise Price under each outstanding Warrant, provided the aggregate Exercise Price payable for such securities shall remain the same. (d) [Intentionally omitted] (e) This Agreement The grant of Warrants hereunder shall not in any no way affect the right of the Company or Stellex Industries to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. (e) If the Board approves a sale of the Common Stock held, directly or indirectly, by Stellex Industries to a third party or an affiliated group of third parties (other than one or more Permitted Holders) (whether by purchase, merger, consolidation or otherwise), the Holder agrees to sell the Warrants and any Common Stock or Other Securities owned by the Holder to such third parties, upon receipt of the Fair Market Value thereof. (f) In the event of a sale of all or substantially all of the assets of the Company and its direct and indirect subsidiaries, on a consolidated basis, and the resulting liquidation of the Company or in the event of a sale of the Common Stock held, directly or indirectly, by Stellex Industries pursuant to Section 2.10(e) (in each case, other than a sale to one or more Permitted Holders), the Holder shall receive in exchange for his Warrants, Common Stock and Other Securities, if any, an amount equal to the Fair Market Value thereof.

Corporate Transaction. (a) All If the Option Shares subject to this option at the time of Company consummates a Corporate Transaction prior to the payment in full or conversion of the Note pursuant to Section 2.2(a) above, then the outstanding principal and accrued but not otherwise vested shall automatically vest and unpaid interest outstanding under the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate so that this option terms of the Note(s) held by each holder shall, at the option of the holder thereof, either be (i) due and payable in full by the Company or (ii) converted into Conversion Shares pursuant to this Section 2.2(b), which shall occur immediately prior to the effective consummation of the Corporate Transaction and which may be conditioned upon such consummation. If the Notes are to be converted into Conversion Shares pursuant to Section 2.2(b)(ii), the number of Conversion Shares to be issued upon the conversion of the Note shall be determined by dividing (A) the outstanding principal and accrued but unpaid interest outstanding on each Note to be converted as of the date of conversion by (B) the Conversion Price. At least ten (10) days prior to the closing of the Corporate Transaction, become exercisable for all the Company shall notify the holder of each Note in writing of the Option Corporate Transaction Value, number of Conversion Shares as fully-vested shares of Common Stock and may to be exercised for any or all of those Option Shares. No such accelerated vesting issued upon the conversion of the Option Shares, however, shall occur if and to the extent: (i) this option is, Note in connection with the Corporate Transaction, either to be assumed by the successor Company (or parent thereof) or to be replaced with a comparable option to purchase shares of the capital stock of the successor Company (or parent thereof), Transaction and the Company’s repurchase rights with respect to Conversion Price (the Option Shares are to be assigned to such successor Company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor Company which preserves the spread existing on the unvested Option Shares at the time of the “Corporate Transaction (Notice”). If after the excess Lender shall have advised the Company of its desire to convert the Fair Market Value of those Option Note into Conversion Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the Vesting Schedule. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and its determination shall be final, binding and conclusive. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor Company (or parent thereof) in connection with the Corporate Transaction. (c) If this option is assumed in connection with a Corporate Transaction, then this option it shall be appropriately adjusteddetermined that the Corporate Transaction Value shall be at least 5% lower than the consideration set forth in the Corporate Transaction Notice, immediately then the Company shall promptly provide the Lender with written notice thereof (the “Amended Corporate Transaction Notice”) and the Lender shall have the right to revoke the Lender’s previously submitted conversion notice by providing the Company with its written notice of revocation not less than five (5) days after the Lender’s receipt of the Amended Corporate Transaction Notice. If the Company does not receive such Corporate Transactionwritten notice of revocation as prescribed in the forgoing sentence, to apply the Company shall convert the Note according to the number and class of securities which would have been issuable to Optionee in consummation of such original Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price provided the aggregate Exercise Price shall remain the sameNotice. (d) [Intentionally omitted] (e) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. (a) All This option, to the Option Shares subject to this option extent outstanding at the time of a Corporate Transaction but not otherwise vested fully exercisable for all the Option Shares, shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate accelerate so that this option shall, immediately prior to the effective date of the such Corporate Transaction, become exercisable for all of the Option Shares as fully-vested shares of Common Stock at the time subject to this option and may be exercised for any or all of those Option Shares. No such accelerated vesting of the Option Shares, however, shall occur if and to the extent: (i) this option is, in connection with the Corporate Transaction, either to be assumed by the successor Company (or parent thereof) or to be replaced with a comparable option to purchase Shares as fully vested shares of the capital stock of the successor Company (or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor Company which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the Vesting ScheduleCommon Stock. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and its determination shall be final, binding and conclusive. (b) Immediately following the such Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor Company corporation (or parent thereof). (b) To the extent assumed by the successor corporation (or parent thereof) in connection with the Corporate Transaction. (c) If this option is assumed in connection with a such Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price Price, provided the aggregate Exercise Price -------- shall remain the same. To the extent the actual holders of the Corporation's outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Corporate Transaction, the successor corporation may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Corporate Transaction. This option, as so assumed, shall remain fully exercisable for all the Option Shares subject to such option until the earliest to occur of (i) the expiration of the -------- three (3)-year period measured from the date of Optionee's cessation of Board service, (ii) the specified Expiration Date or (iii) the cash-out of this option pursuant to the provisions of Paragraph 8. (d) [Intentionally omitted] (ec) This Agreement shall not in any way affect the right of the Company Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. (a) All the If this Option Shares subject to this option is outstanding at the time of a Corporate Transaction (as defined below) but not otherwise vested fully exercisable, this Option shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate accelerate so that this option shallit will, immediately prior to the effective date of the such Corporate Transaction, become exercisable for all of the Stock at the time subject to this Option Shares as fully-vested shares of Common Stock and may be exercised for any or all of those the Stock as fully vested shares of Stock. However, this Option Shares. No such shall not be accelerated vesting of the Option Shares, however, shall occur if and to the extent: (i) this option Option is, in connection with the Corporate Transaction, either to be assumed by the successor Company (or parent thereof) or to be replaced with a comparable option to purchase shares of the capital stock of the successor Company corporation (or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) or (ii) this option Option is to be replaced with a cash incentive program of the successor Company corporation which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction on the Stock for which this Option is not otherwise at that time exercisable (the excess of the Fair Market Value as defined below of those Option Shares the Stock over the aggregate Exercise Price payable for such shares) and provides for subsequent payout in accordance with the Vesting Schedule. The determination of same option comparability under clause (i) shall be made by exercise/vesting schedule set forth in the Plan Administrator, and its determination shall be final, binding and conclusiveOption. (b) Immediately following the Corporate Transaction, this option Option shall terminate and cease to be outstanding, except to the extent assumed by the successor Company corporation (or parent thereof) in connection with the Corporate Transaction. (c) If this option Option is assumed in connection with a Corporate Transaction, then this option Option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price Price, provided the aggregate Exercise Price under this Option shall remain the same. (d) [Intentionally omitted] (e) This Agreement shall not in any way affect the right of the Company Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. (e) For purposes of this Agreement, Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance with the following provisions: (i) If the Common Stock is at the time traded on the Nasdaq National Market, then the Fair Market Value shall be deemed equal to the closing selling price per share of Common Stock on the date in question, as the price is reported by the National Association of Securities Dealers on the Nasdaq National Market. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. (ii) If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market Value shall be deemed equal to the closing selling price per share of Common Stock on the date in question on the Stock Exchange determined to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such Exchange. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. (f) For purposes of this Agreement, Corporate Transaction shall mean either of the following stockholder-approved transactions to which the Corporation is a party: (i) a merger or consolidation in which securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation's outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction, or (ii) the sale, transfer or other disposition of all or substantially all of the Corporation's assets in complete liquidation or dissolution of the Corporation.

Corporate Transaction. (a) All In the event of a proposed Corporate Transaction, the Board of Directors shall notify the Optionee at least 10 calendar days prior to such proposed Corporate Transaction. To the extent it has not been previously exercised, the Option Shares subject to this option at the time of a Corporate Transaction but not otherwise vested shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately will terminate so that this option shall, immediately prior to the consummation of such proposed Corporate Transaction, unless the Option is assumed or an equivalent option is substituted by the successor corporation or a parent or subsidiary of such successor corporation. For the purposes of this subsection, the Option shall be considered assumed if, following the Corporate Transaction, the Option confers the right to purchase, for each Share subject to the Option immediately prior to the Corporate Transaction, the consideration (whether stock, cash, or other securities or property) received in the Corporate Transaction by holders of Common Stock for each Share subject to the Option held on the effective date of the Corporate TransactionTransaction (and if holders were offered a choice of consideration, become exercisable for all the type of consideration chosen by the holders of a majority of the Option Shares as fully-vested shares of Common Stock and may be exercised for any or all of those Option outstanding Shares. No such accelerated vesting of the Option Shares); provided, however, shall occur that if and to the extent: (i) this option is, such consideration received in connection with the Corporate Transaction, either to be assumed by the successor Company (or parent thereof) or to be replaced with a comparable option to purchase shares of the capital Transaction was not solely common stock of the successor Company (corporation or its parent thereof)or subsidiary, the Board of Directors may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option for each Share subject to the Option to be solely common stock of the successor corporation or its parent or subsidiary equal in fair market value to the per share consideration received by holders of Common Stock in the Corporate Transaction. In the event a Corporate Transaction is subject to the Change-in-Control Agreement, by and between Optionee and the Company’s repurchase rights with respect , dated as of March 20, 2006 (the “Change-in-Control Agreement”), in which the successor corporation or a parent or subsidiary of such successor corporation fails to assume the Option or substitute an equivalent option, then the Option shall vest immediately prior to the Option Shares are to be assigned to consummation of such successor Company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor Company which preserves the spread existing on the unvested Option Shares at the time of the proposed Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the Vesting Schedule. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and its determination shall be final, binding and conclusive. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor Company (or parent thereofprovided Sections 1(e)(6) in connection with the Corporate Transaction. (cand 3(b) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price provided the aggregate Exercise Price shall remain the same. (d) [Intentionally omitted] (e) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assetsChange-in-Control Agreement.

Corporate Transaction. (a) All In the Option Shares subject to this option at the time event of a Corporate Transaction but not otherwise vested shall automatically vest and (as defined in the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate so that this option shall, immediately prior to the effective date of the Corporate Transaction, become exercisable for all of the Option Shares as fully-vested shares of Common Stock and may be exercised for any or all of those Option Shares. No such accelerated vesting of the Option Shares, however, shall occur if and to the extent: (i) this option is, in connection with the Corporate Transaction, either to be assumed by the successor Company (or parent thereof) or to be replaced with a comparable option to purchase shares of the capital stock of the successor Company (or parent thereofPlan), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company Board (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor Company which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the Vesting Schedule. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and its determination shall be final, binding and conclusive. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor Company (or parent thereof) in connection with the Corporate Transaction. (c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised as constituted immediately prior to such Corporate Transaction) may, in its sole and absolute discretion, take any one or more of the following actions with respect to the Options: (a) provide that the Options shall be assumed, or equivalent options shall be substituted, by the acquiring or succeeding corporation or entity (or an affiliate thereof); provided, that, that any such options substituted for incentive stock options shall meet the requirements of Section 422(a) of the Code; (b) upon written notice to the Employee, provide that the vested but unexercised portion of the Options will terminate immediately prior to the consummation of such Corporate Transaction unless exercised by the Employee within a specified period following the date of such notice and prior to the consummation of such Corporate Transaction; (c) in the event of a transaction under the terms of which holders of the Common Stock of the Company will receive upon consummation thereof a cash payment for each share sold, disposed of or surrendered in the transaction (the “Transaction Price”), and appropriate adjustments shall also be made if the exercise price of the Options is less than Transaction Price, make or provide for a cash payment to the Exercise Employee, in exchange for the termination of the vested position of the Options, equal to the difference between (i) the Transaction Price provided times the number of shares of Common Stock subject to the vested portion of the Options, and (ii) the aggregate Exercise Price shall remain exercise price of the same.vested portion of the Options; or (d) [Intentionally omitted] (e) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer provide that all or any part portion of its business the Options shall vest in full immediately prior to such Corporate Transaction and shall terminate immediately following such Corporate Transaction. Notwithstanding the foregoing, the Company shall (i) with respect to the vested portion of the Options, either allow the Employee to exercise such portion of the Options on or assetsprior to any Corporate Transaction or pay to Employee, in cancellation of such portion of the Options, the price set forth in (c) above or take the actions specified by (a) above and (ii) with respect to the unvested portion of the Options, allow such portion to vest or take the actions specified by (a) above.

Corporate Transaction. (a) All In the Option Shares subject event of one or more of the following transactions (“Corporate Transaction”): (i) a merger, amalgamation or acquisition in which the Company is not the surviving or continuing entity, except for a transaction the principal purpose of which is to this option at change the time jurisdiction of a Corporate Transaction but not otherwise vested shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate so that this option shallorganization, (ii) the sale, immediately prior to the effective date transfer or other disposition of the Corporate Transaction, become exercisable for all or substantially all of the Option Shares as fully-vested assets of the Company, or (iii) any other reorganization or business combination in which fifty percent (50%) or more of the Company’s outstanding voting shares are transferred to different holders in a single transaction or a series of Common Stock and related transactions, then the exercisability of this option will automatically be accelerated so that such option may be exercised simultaneously with consummation of such Corporate Transaction for any or all of those Option the Optioned Shares. No such accelerated vesting acceleration of the Option Sharesthis option will occur, however, shall occur if and to the extent: (ix) the terms of the agreement for such Corporate Transaction provide as a prerequisite to the consummation of such Corporate Transaction that outstanding options under the Plan (including this option) are to be assumed by the successor or parent thereof or are to be replaced with the comparable options to purchase shares of capital stock of the successor or parent thereof, such comparability to be determined by the Plan Administrator, or (y) the acceleration of this option iswould, when added to the present value of certain other payments in the nature of compensation which become due and payable to you in connection with the Corporate Transaction, either result in the payment to be assumed by the successor Company (or parent thereofyou of excess parachute payments under Section 280G(b) or to be replaced with a comparable option to purchase shares of the capital stock of the successor Company (or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor Company which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the Vesting ScheduleInternal Revenue Code. The determination existence of option comparability under clause (i) shall such excess parachute payments will be made determined by the Plan Administrator, Administrator in the exercise of its reasonable business judgment and its determination shall be final, binding and conclusive. (b) on the basis of tax counsel provided to the Company. Immediately following consummation of the Corporate Transaction, this option shall will, to the extent not previously exercised or assumed by the successor or its parent, terminate and cease to be outstanding, except exercisable. (b) The Plan Administrator will use its best efforts to provide you with written notice of a Corporate Transaction at least ten business days prior to the extent assumed by the successor Company (or parent thereof) in connection with the Corporate Transactioneffective date. (c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price provided the aggregate Exercise Price shall remain the same. (d) [Intentionally omitted] (e) This Agreement shall will not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change make changes in its capital or business structure or to merge, amalgamate, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. (a) All In the Option Shares subject event of one or more of the following transactions ("Corporate Transaction"): (i) a merger, amalgamation or acquisition in which the Company is not the surviving or continuing entity, except for a transaction the principal purpose of which is to this option at change the time jurisdiction of a Corporate Transaction but not otherwise vested shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate so that this option shall's organization, (ii) the sale, immediately prior to the effective date transfer or other disposition of the Corporate Transaction, become exercisable for all or substantially all of the Option Shares as fully-vested assets of the Company, or (iii) any other reorganization or business combination in which fifty percent (50%) or more of the Company's outstanding voting shares are transferred to different holders in a single transaction or a series of Common Stock and related transactions, then the exercisability of this option will automatically be accelerated so that such option may be exercised simultaneously with consummation of such Corporate Transaction for any or all the Applicable Percentage (as defined below) of those Option the Optioned Shares. No such accelerated vesting acceleration of the Option Sharesthis option will occur, however, shall occur if and to the extent: (ix) the terms of the agreement for such Corporate Transaction provide as a prerequisite to the consummation of such Corporate Transaction that outstanding options under the Plan (including this option) are to be assumed by the successor or parent thereof or are to be replaced with the comparable options to purchase shares of capital stock of the successor or parent thereof, such comparability to be determined by the Plan Administrator, or (y) the acceleration of this option iswould, when added to the present value of certain other payments in the nature of compensation which become due and payable to you in connection with the Corporate Transaction, either result in the payment to be assumed by the successor Company (or parent thereofyou of excess parachute payments under Section 280G(b) or to be replaced with a comparable option to purchase shares of the capital stock of the successor Company (or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor Company which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the Vesting ScheduleInternal Revenue Code. The determination existence of option comparability under clause (i) shall such excess parachute payments will be made determined by the Plan Administrator, Administrator in the exercise of its reasonable business judgment and its determination shall be final, binding and conclusive. (b) on the basis of tax counsel provided to the Company. Immediately following consummation of the Corporate Transaction, this option shall will, to the extent not previously exercised or assumed by the successor or its parent, terminate and cease to be outstandingexercisable. As used herein, except “Applicable Percentage” means (i) 33.3% if the Corporate Transaction Trigger Event (as defined below) occurs on or before September 30, 2007, (ii) 66.7% if the Corporate Transaction Trigger Event occurs on or after October 1, 2007 and on or before December 31, 2007 and (iii) 100% in the event the Corporate Transaction Trigger Event occurs on or after January 1, 2008, and “Corporate Transaction Trigger Event” means, with respect to a particular Corporate Transaction, full execution of a “heads-of-terms”-style agreement reflecting a fully-negotiated set of terms for such Corporate Transaction intended to lead directly to the extent assumed by the successor Company (or parent thereof) in connection with the drafting and finalization of a definitive agreement governing such Corporate Transaction. (cb) If The exercisability of this option is assumed in connection as an incentive share option under the Federal tax laws (if designated as such above) will be subject to the applicable dollar limitation of Section 16 hereof. (a) The Plan Administrator will use its best efforts to provide you with written notice of a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply Transaction at least ten business days prior to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price provided the aggregate Exercise Price shall remain the sameeffective date. (d) [Intentionally omitted] (e) This Agreement shall will not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change make changes in its capital or business structure or to merge, amalgamate, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. (a) All The following provisions shall govern the Option Shares subject to this option at treatment of your Units in the time event of a Corporate Transaction but not should occur during your period of Service. (a) Should the closing of a Corporate Transaction occur during your period of Service, then any Units at the time subject to your Award may be assumed by the successor entity or otherwise vested continue in full force and effect. No accelerated vesting of the Units shall automatically vest occur in the event of such assumption or continuation of the Award. (b) In the event the Award is assumed or otherwise continued in effect, the Units at the time subject to the Award will be adjusted immediately after the consummation of the Corporate Transaction so as to apply to the number and class of securities into which the Company’s repurchase rights with respect Shares subject to those Option Shares set forth in this Agreement shall immediately terminate so that this option shall, units immediately prior to the effective date Corporate Transaction would have been converted in consummation of that Corporate Transaction had those Shares actually been outstanding at that time. To the extent the actual holders of the outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Corporate Transaction, become exercisable for all of the Option Shares as fully-vested shares of Common Stock and may be exercised for any or all of those Option Shares. No such accelerated vesting of the Option Shares, however, shall occur if and to the extent: (i) this option issuccessor corporation may, in connection with the Corporate Transactionassumption or continuation of the Restricted Stock Units subject to your Award, either to be assumed by the successor Company (substitute one or parent thereof) or to be replaced more shares of its own common stock with a comparable option to purchase shares of the capital stock of the successor Company (or parent thereof), and the Company’s repurchase rights with respect fair market value equivalent to the Option Shares are to be assigned to such successor Company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program consideration paid per share of the successor Company which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout Common Stock in accordance with the Vesting Schedule. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and its determination shall be final, binding and conclusive. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor Company (or parent thereof) in connection with the Corporate Transaction. (c) If this option is the Units subject to your Award are not so assumed or otherwise continued in connection with a effect under Paragraph 8(b), then those units will vest immediately prior to the closing of the Corporate Transaction, then this option shall . The Shares subject to those vested units will be appropriately adjusted, issued immediately after such Corporate Transaction, (or otherwise converted into the right to apply receive the same consideration per share of Common Stock payable to the number and class other shareholders of securities which would have been issuable to Optionee the Corporation in consummation of such Corporate Transaction had the option been exercised immediately prior to such that Corporate Transaction), and appropriate adjustments shall also be made subject to the Exercise Price provided the aggregate Exercise Price shall remain the sameCorporation’s collection of all applicable federal and state Withholding Taxes. (d) [Intentionally omitted] (e) This Agreement shall not Notwithstanding anything in this Section 8 to the contrary, in the event that the issuance of any way affect Shares under this Section would lead to the right early inclusion of income under Section 409A of the Company to adjustCode and a related excise tax, reclassify, reorganize the distribution of such Shares shall be delayed until the next permissible distribution event that would not result in early inclusion of income or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part an excise tax under Section 409A of its business or assetsthe Code.

Corporate Transaction. In the event that the Option is assumed or continued, or substituted for new stock options or another equity-based award of a successor entity, or parent or subsidiary thereof (with appropriate adjustments as to the number of shares and option exercise prices), in each case upon the consummation of any Corporate Transaction (or in the event that the Optionee is party to a Severance Agreement, upon the consummation of any Change in Control (as defined in such Severance Agreement)), and the employment of Optionee with the Company or an Affiliate is terminated within 24 months following the consummation of such Corporate Transaction (or in the event that the Optionee is party to a Severance Agreement, within 24 months following the consummation of such Change in Control (as defined in such Severance Agreement)) by the employer without Cause or by the Optionee for Good Reason, the Option shall be fully vested and may be exercised in full, to the extent applicable, beginning on the date of such termination and for the 12-month period immediately following such termination (subject to the earlier expiration of the Option as provided in Section 4 hereof) or for such longer period as the Committee shall determine. In the event a Corporate Transaction occurs (or in the event that the Optionee is party to a Severance Agreement, in the event that a Change in Control (as defined in such Severance Agreement) occurs) in which the Option is not being assumed, continued or substituted (as contemplated by the preceding sentence), the Option shall be treated in accordance with the default rules applicable under Section 17.3 of the Plan with respect to Corporate Transactions, and the Committee may either (a) All require Optionee to exercise the Option Shares subject prior to this option at the time consummation of a the Corporate Transaction but not otherwise by providing notice at least 15 days prior to the scheduled consummation of the Corporation Transaction that the Option (including the any unvested portion of the Option that becomes vested shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate so that this option shall, immediately prior to the effective date occurrence of the Corporate Transaction) shall remain exercisable for a period of 15 days, subject to the earlier expiration of the Option as provided in Section 4 and Section 5 hereof, and shall thereafter be terminated or (b) provide that the portion of the Option that remains outstanding as of immediately prior to the consummation of the Corporation Transaction shall be cancelled upon consummation of the Corporate Transaction, become exercisable for all and that Optionee shall receive an amount in cash or securities having a value (as determined by the Committee acting in good faith) equal to the product of the Option Shares as fully-vested number of shares of Common Stock and may be exercised for any subject to the Option at such time multiplied by the amount, if any, by which (x) the formula or all fixed price per share payable to holders of those Option Sharesshares of Stock pursuant to such transaction exceeds (y) the Exercise Price. No such accelerated vesting With respect to the Committee’s establishment of an exercise window pursuant to clause (a) of the Option Sharespreceding sentence, however, shall occur if and to the extent: (i) this option isany exercise during the 15-day period shall be conditioned upon the consummation of the Corporate Transaction and shall be effective only immediately before the consummation thereof, in connection with and (ii) upon the consummation of the Corporate Transaction, either to be assumed by the successor Company (or parent thereof) or to be replaced with a comparable option to purchase shares any unexercised portion of the capital stock of the successor Company (or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor Company which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the Vesting Schedule. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and its determination shall be final, binding and conclusiveterminate. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor Company (or parent thereof) in connection with the Corporate Transaction. (c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price provided the aggregate Exercise Price shall remain the same. (d) [Intentionally omitted] (e) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. In the event of a proposed Corporate Transaction, then one of the following must occur: i. If, pending the Corporate Transaction, the Committee determines that this Award will not continue after the Corporate Transaction or that the successor entity (aor its parent) All will not agree to provide for the Option Shares subject to assumption or replacement of this option Award with a comparable equity-based award covering shares of the successor entity (or its parent) that would equitably preserve the compensation element of this Award at the time of a Corporate Transaction but not otherwise vested shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate so that this option shall, immediately prior to the effective date of the Corporate Transaction, become exercisable for then either: 1. If the Corporate Transaction occurs during the Performance Period, then a number of Units, as would be determined by the procedure set forth in Exhibit A if the Company were to achieve 100% of the Performance Target, will vest, and the Company shall cause to be issued to you one Unrestricted Share in payment and settlement of each vested Unit, immediately before the consummation of the Corporate Transaction. You shall forfeit all remaining unvested Units. 2. If the Corporate Transaction occurs between the end of the Performance Period and the Restricted Share Vesting Date, all of the Option Restricted Shares granted or to be granted under this Agreement will vest and cease to be subject to forfeiture under Section 5(b) hereof immediately before the consummation of the Corporate Transaction. If audited financial information for the Performance Period is unavailable before the consummation of the Corporate Transaction, the Committee will perform the procedure set forth in Exhibit A using such financial information as fully-vested shares of Common Stock and may be exercised for any or all of those Option Sharesavailable to it at the time. ii. No such accelerated vesting of the Option Shares, however, shall occur if and to the extent: (i) this option isIf, in connection with the Corporate Transaction, either to be Section 4(b)(i) hereof is not applicable and this Award is continued, assumed or replaced by the successor Company (or parent thereof) or to be replaced with a comparable option to purchase equity-based award covering shares of the capital stock of the successor Company entity (or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereofits parent) or (ii) this option is to be replaced with a cash incentive program of the successor Company which that equitably preserves the spread existing on the unvested Option Shares compensation element of this Award at the time of the Corporate Transaction Transaction, and if your Service is terminated by the employer for reasons other than Cause or is terminated by you for Good Reason (as defined in Section 7 hereof), then 1. If your Service terminates during the excess Performance Period, then a number of Units, as would be determined by the procedure set forth in Exhibit A if the Company were to achieve 100% of the Fair Market Value Performance Target, will vest immediately upon your termination of those Option Shares over Service. As soon as practicable after the Exercise Price payable for such sharestermination of Service, but in no event later than two and one-half months after the later of the end of the calendar year or the end of the Company (or successor entity) fiscal year in which the termination of Service occurred, the Company or its successor entity shall cause to be issued to you one Unrestricted Share or, the equivalent in shares of stock in the surviving corporation, in payment and provides for subsequent payout in accordance with the Vesting Schedulesettlement of each vested Unit. The determination of option comparability under clause (i) You shall be made by the Plan Administrator, and its determination shall be final, binding and conclusiveforfeit all remaining unvested Units. (b) Immediately following 2. If your Service terminates between the Corporate Transactionend of the Performance Period and the Restricted Share Vesting Date, all of the Restricted Shares granted or to be granted under this option shall terminate Agreement, or equivalent shares of stock in the surviving corporation, will vest and cease to be outstandingsubject to forfeiture under Section 5(b) hereof immediately upon your termination of Service. If audited financial information for the Performance Period is unavailable before the termination of Service, except the Committee will perform the procedure set forth in Exhibit A using such financial information as may be available to it at the extent assumed by the successor Company (or parent thereof) in connection with the Corporate Transactiontime. (c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price provided the aggregate Exercise Price shall remain the same. (d) [Intentionally omitted] (e) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. A. In the event of any of the following stockholder-approved transactions to which the Corporation is a party (aa “Corporate Transaction”): (i) All a merger or consolidation in which the Option Shares subject Corporation is not the surviving entity and in which securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities are transferred to person or persons other different from the persons holding those securities immediately prior to such merger or consolidation. (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Corporation in complete liquidation or dissolution of the Corporation, or (iii) any reverse merger in which the Corporation is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger, this option option, to the extent outstanding at the such time of a Corporate Transaction but not otherwise vested fully exercisable, shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate accelerate so that this such option shall, immediately prior to the specified effective date of for the Corporate Transaction, become fully exercisable for all of the Option Shares as fully-vested shares of Common Stock which are at the time subject to such option and may be exercised for all or any or all portion of those Option Sharessuch shares. No such accelerated vesting acceleration of the Option Sharesthis option, however, shall occur if and to the extent: (i) this option is, in connection with the Corporate Transaction, either to be assumed by the successor Company (corporation or parent thereof) thereof or to be replaced with a comparable option to purchase shares of the capital stock of the successor Company (corporation or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) thereof or (ii) this such option is to be replaced with a cash incentive program of the successor Company corporation which preserves the option spread existing on the unvested Option Shares at the time of the Corporate Transaction on any Option Shares for which the option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the Exercise aggregate Option Price payable for such shares) and provides for subsequent payout vesting and pay-out of that spread in accordance with the Vesting Schedulesame vesting schedule in effect for those Option Shares pursuant to the option exercise schedule set forth in the Grant Notice. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and its such determination shall be final, binding and conclusive. B. The portion of this option (bif any) Immediately following accelerated in connection with any Corporate Transaction shall remain exercisable as an incentive stock option under the Federal tax laws (if the option is designated as such in the Grant Notice) only to the extent the applicable dollar limitation of Paragraph 17 is not exceed in the calendar year of such Corporate Transaction. C. This option, this option to the extent not previously exercised, shall terminate upon the consummation of such Corporate Transaction and cease to be outstanding, except to the extent unless it is expressly assumed by the successor Company (corporation or parent thereof) thereof or otherwise continued in connection with the Corporate Transactioneffect. (c) D. If this option is assumed in connection with a the Corporate TransactionTransaction or is otherwise to continue outstanding, then this option shall be appropriately adjustedshall, immediately after such Corporate Transaction, be appropriately adjusted to apply and pertain to the number and class of securities which would have been issuable issued to Optionee in the consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate . Appropriate adjustments shall also be made to the Exercise Option Price payable per share, provided the aggregate Exercise Option Price payable hereunder shall remain the same. (d) [Intentionally omitted] (e) E. This Agreement shall not in any way affect the right of the Company Corporation to adjust, reclassify, reorganize or otherwise change make changes in its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. (a) All In the Option Shares subject event of one or more of the following transactions ("Corporate Transaction"): (i) a merger, amalgamation or acquisition in which the Company is not the surviving or continuing entity, except for a transaction the principal purpose of which is to this option at change the time jurisdiction of a Corporate Transaction but not otherwise vested shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate so that this option shall's organization, (ii) the sale, immediately prior to the effective date transfer or other disposition of the Corporate Transaction, become exercisable for all or substantially all of the Option Shares as fully-vested assets of the Company, or (iii) any other reorganization or business combination in which fifty percent (50%) or more of the Company's outstanding voting shares are transferred to different holders in a single transaction or a series of Common Stock and related transactions, then the exercisability of this option will automatically be accelerated so that such option may be exercised simultaneously with consummation of such Corporate Transaction for any or all the Applicable Percentage (as defined below) of those Option the Optioned Shares. No such accelerated vesting acceleration of the Option Sharesthis option will occur, however, shall occur if and to the extent: (ix) the terms of the agreement for such Corporate Transaction provide as a prerequisite to the consummation of such Corporate Transaction that outstanding options under the Plan (including this option) are to be assumed by the successor or parent thereof or are to be replaced with the comparable options to purchase shares of capital stock of the successor or parent thereof, such comparability to be determined by the Plan Administrator, or (y) the acceleration of this option iswould, when added to the present value of certain other payments in the nature of compensation which become due and payable to you in connection with the Corporate Transaction, either result in the payment to be assumed by the successor Company (or parent thereofyou of excess parachute payments under Section 280G(b) or to be replaced with a comparable option to purchase shares of the capital stock of the successor Company (or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor Company which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the Vesting ScheduleInternal Revenue Code. The determination existence of option comparability under clause (i) shall such excess parachute payments will be made determined by the Plan Administrator, Administrator in the exercise of its reasonable business judgment and its determination shall be final, binding and conclusive. (b) on the basis of tax counsel provided to the Company. Immediately following consummation of the Corporate Transaction, this option shall will, to the extent not previously exercised or assumed by the successor or its parent, terminate and cease to be outstandingexercisable. As used herein, except “Applicable Percentage” means (i) 33.3% if the Corporate Transaction Trigger Event (as defined below) occurs on or before September 30, 2007, (ii) 66.7% if the Corporate Transaction Trigger Event occurs on or after October 1, 2007 and on or before December 31, 2007 and (iii) 100% in the event the Corporate Transaction Trigger Event occurs on or after January 1, 2008, and “Corporate Transaction Trigger Event” means, with respect to a particular Corporate Transaction, full execution of a “heads-of-terms”-style agreement reflecting a fully-negotiated set of terms for such Corporate Transaction intended to lead directly to the extent assumed by the successor Company (or parent thereof) in connection with the drafting and finalization of a definitive agreement governing such Corporate Transaction. (cb) If this option is assumed in connection The Plan Administrator will use its best efforts to provide you with written notice of a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply Transaction at least ten business days prior to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price provided the aggregate Exercise Price shall remain the sameeffective date. (d) [Intentionally omitted] (ec) This Agreement shall will not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change make changes in its capital or business structure or to merge, amalgamate, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. A. In the event of one or more of the following transactions (aa "Corporate Transaction"): (i) All a merger or consolidation in which the Option Shares subject Company is not the surviving entity, except for a transaction the principal purpose of which is to change the State of the Company's incorporation, (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company in liquidation or dissolution of the Company, or (iii) any reverse merger in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities are transferred to holders different from those who held such securities immediately prior to such merger, then this option option, to the extent it is at the such time of a Corporate Transaction outstanding but not otherwise vested fully exercisable, shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate accelerate so that this such option shall, immediately prior to the specified effective date of for the Corporate Transaction, become fully exercisable for all of with respect to the Option Optioned Shares as fully-vested shares of Common Stock and may be exercised for all or any or all portion of those Option Sharessuch shares. No such accelerated vesting acceleration of the Option Sharesthis option, however, shall occur if and to the extent: (i) this the option is, in connection with the Corporate Transaction, either to be assumed by the successor Company (corporation or parent thereof) thereof or to be replaced with a comparable option to purchase shares of the capital stock of the successor Company (corporation or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) thereof or (ii) this the option is to be replaced with by a comparable cash incentive program of the successor Company which preserves the spread existing corporation based on the unvested Option Shares option spread at the time of the Corporate Transaction (the excess of the Fair Market Value fair market value of those Option Shares the shares of Common Stock subject to the option at such time over the Exercise Option Price payable for such shares) and provides for subsequent payout in accordance with the Vesting Schedule). The determination of option comparability under clause (i) or (ii) shall be made by the Plan Administrator, and its determination shall be final, binding and conclusive. (b) Immediately following B. This option, to the extent not previously exercised, shall terminate upon the consummation of the Corporate Transaction, this option shall terminate Transaction and cease to be outstandingexercisable, except to the extent unless it is expressly assumed by the successor Company (corporation or parent thereof. C. The exercisability of this option as an incentive stock option under the Federal tax laws (if designated as such in the Grant Notice) shall, in connection with the Corporate Transaction. (c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after any such Corporate Transaction, to apply be subject to the number and class applicable dollar limitation of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price provided the aggregate Exercise Price shall remain the sameParagraph 18. (d) [Intentionally omitted] (e) D. This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change make changes in its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. (a) All In the Option Shares subject event of one or more of the following transactions ("Corporate Transaction"): (i) a merger or acquisition in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to this option at change the time State of a Corporate Transaction but not otherwise vested shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate so that this option shall's incorporation, (ii) the sale, immediately prior to the effective date transfer or other disposition of the Corporate Transaction, become exercisable for all or substantially all of the Option Shares as fully-vested shares assets of Common Stock and the Company, or (iii) any other corporate reorganization or business combination in which fifty percent (50%) or more of the Company's outstanding voting stock is transferred to different holders in a single transaction or a series of related transactions, then the exercisability of this option will automatically be accelerated so that such option may be exercised simultaneously with consummation of such Corporate Transaction for any or all of those Option the Optioned Shares. No such accelerated vesting acceleration of the Option Sharesthis option will occur, however, shall occur if and to the extent: (ix) the terms of the agreement provide as a prerequisite to the consummation of such Corporate Transaction that outstanding options under the Plan (including this option) are to be assumed by the successor corporation or parent thereof or are to be replaced with the comparable options to purchase shares of capital stock of the successor corporation or parent thereof, such comparability to be determined by the Plan Administrator, or (y) the acceleration of this option iswould, when added to the present value of certain other payments in the nature of compensation which become due and payable to you in connection with the Corporate Transaction, either result in the payment to be assumed by the successor Company (or parent thereofyou of excess parachute payments under Section 280G(b) or to be replaced with a comparable option to purchase shares of the capital stock of the successor Company (or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor Company which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the Vesting ScheduleInternal Revenue Code. The determination existence of option comparability under clause (i) shall such excess parachute payments will be made determined by the Plan Administrator, Administrator in the exercise of its reason- able business judgment and its determination shall be final, binding and conclusive. (b) on the basis of tax counsel provided to the Company. Immediately following consummation of the Corporate Transaction, this option shall will, to the extent not previously exercised or assumed by the successor corporation or its parent company, terminate and cease to be outstanding, except exercisable. (b) The exercisability of this option as an incentive stock option under the Federal tax laws (if designated as such above) will be subject to the extent assumed by the successor Company (or parent thereof) in connection with the Corporate Transactionapplicable dollar limitation of Section 16 hereof. (c) If this option is assumed in connection The Plan Administrator will use its best efforts to provide you with written notice of a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply Transaction at least ten business days prior to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price provided the aggregate Exercise Price shall remain the sameeffective date. (d) [Intentionally omitted] (e) This Agreement shall will not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change make changes in its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. (a) All In the Option Shares subject event of any of the following transactions: (i) a merger or acquisition in which the Corporation is not the surviving entity, except for a transaction the principal purpose of which is to this option change the State in which the Corporation is incorporated, (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Corporation, or (iii) any reverse merger in which the Corporation is the surviving entity but in which at least fifty percent (50%) or more of the time of a Corporate Transaction but not otherwise vested shall automatically vest and Corporation's outstanding voting stock is transferred to holders different from those who held the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate so that this option shall, stock immediately prior to such merger, and in each case, the effective date valuation of the Company exceeds $50,000,000 (in each case, provided such valuation is exceeded, a "Corporate Transaction") then the Repurchase Right shall lapse in its entirety and the Purchaser shall acquire a vested interest in all such Purchased Shares upon the consummation of such Corporate Transaction. Otherwise, the Purchased Shares shall remain subject to the Repurchase Right pursuant to an assignment by the Corporation to the successor corporation (or its parent company) in connection with such Corporate Transaction, in which case the Purchased Shares shall vest in accordance with Section 5.3 hereof. (b) To the extent the Repurchase Right remains in effect following a corporate transaction which is not deemed a "Corporate Transaction" as defined in Section 5.5(a) hereof, the Repurchase Right shall apply to the new capital stock or other property received in exchange for the Purchased Shares in consummation of the Corporate Transaction, become exercisable for all of the Option Shares as fully-vested shares of Common Stock and may be exercised for any or all of those Option Shares. No such accelerated vesting of the Option Shares, however, shall occur if and but only to the extent: (i) this option is, in connection with extent the Corporate Transaction, either to be assumed by the successor Company (or parent thereof) or to be replaced with a comparable option to purchase shares of the capital stock of the successor Company (or parent thereof), and the Company’s repurchase rights with respect to the Option Purchased Shares are to be assigned to such successor Company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor Company which preserves the spread existing on the unvested Option Shares at the time covered by such right. Appropriate adjustments shall be made to the price per share payable upon exercise of the Repurchase Right to reflect the effect of the Corporate Transaction (upon the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the Vesting Schedule. The determination of option comparability under clause (i) shall be made by the Plan AdministratorCorporation's capital structure; provided, and its determination shall be final-------- however, binding and conclusive. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor Company (or parent thereof) in connection with the Corporate Transaction. (c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price provided that the aggregate Exercise Purchase Price shall remain the same. (d) [Intentionally omitted] (e) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.. ------- 5.6

Corporate Transaction. A. In the event of any of the following shareholder-approved transactions to which the Corporation is a party (aa "Corporate Transaction"): (i) All a merger or consolidation in which the Option Shares subject Corporation is not the surviving entity, except for a transaction the principal purpose of which is to change the State in which the Corporation is incorporated, (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Corporation in complete liquidation or dissolution of the Corporation, or (iii) any reverse merger in which the Corporation is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation's outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger, this option option, to the extent outstanding at the such time of a Corporate Transaction but not otherwise vested fully exercisable, shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate accelerate so that this such option shall, immediately prior to the specified effective date of for the Corporate Transaction, become fully exercisable for all of the Option Shares as fully-vested shares of Common Stock at the time subject to such option and may be exercised for all or any or all portion of those Option Sharessuch shares. No such accelerated vesting acceleration of the Option Sharesthis option, however, shall occur if and to the extent: (i) this option is, in connection with the Corporate Transaction, either to be assumed by the successor Company (corporation or parent thereof) thereof or to be replaced with a comparable option to purchase shares of the capital stock of the successor Company (corporation or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) thereof or (ii) this such option is to be replaced with a cash incentive program of the successor Company corporation which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction on any Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the Exercise aggregate Option Price payable for such shares) and provides for subsequent payout pay-out in accordance with the Vesting Schedulesame vesting schedule in effect for those Option Shares pursuant to the option exercise schedule set forth in the Grant Notice. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and its such determination shall be final, binding and conclusive. B. The portion of this option accelerated in connection with any Corporate Transaction shall remain exercisable as an incentive stock option under the Federal tax laws (bif the option is designated as such in the Grant Notice) Immediately following only to the extent the applicable dollar limitation of Paragraph 17 is not exceed in the calendar year of such Corporate Transaction. C. This option, this option to the extent not previously exercised, shall terminate upon the consummation of such Corporate Transaction and cease to be outstanding, except to the extent unless it is expressly assumed by the successor Company (corporation or parent thereof) in connection with the Corporate Transaction. (c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price provided the aggregate Exercise Price shall remain the same. (d) [Intentionally omitted] (e) D. This Agreement shall not in any way affect the right of the Company Corporation to adjust, reclassify, reorganize or otherwise change make changes in its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. A. In the event of any of the following stockholder-approved transactions to which the Corporation is a party (aa “Corporate Transaction”): (i) All a merger or consolidation in which the Option Shares subject Corporation is not the surviving entity and in which securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities are transferred to person or persons different from the persons holding those securities immediately prior to such merger or consolidation, (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Corporation in complete liquidation or dissolution of the Corporation, or (iii) any reverse merger in which the Corporation is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger, this option option, to the extent outstanding at the such time of a Corporate Transaction but not otherwise vested fully exercisable, shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate accelerate so that this such option shall, immediately prior to the specified effective date of for the Corporate Transaction, become fully exercisable for all of the Option Shares as fully-vested shares of Common Stock Granted which are at the time subject to such option and may be exercised for all or any or all portion of those Option Shares. No such accelerated vesting of shares as fully-vested shares. B. This option, to the Option Shares, howeverextent not previously exercised, shall occur if and to terminate upon the extent: (i) this option is, in connection with the Corporate Transaction, either to be assumed by the successor Company (or parent thereof) or to be replaced with a comparable option to purchase shares consummation of the capital stock of the successor Company (or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor Company which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the Vesting Schedule. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and its determination shall be final, binding and conclusive. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent unless it is expressly assumed by the successor Company (corporation or parent thereof) thereof or otherwise continued in connection with the Corporate Transactioneffect. (c) C. If this option is assumed in connection with a the Corporate TransactionTransaction or is otherwise to continue outstanding, then this option shall be appropriately adjustedshall, immediately after such Corporate Transaction, be appropriately adjusted to apply and pertain to the number and class of securities which would have been issuable issued to Optionee in the consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate . Appropriate adjustments shall also be made to the Exercise Option Price payable per share, provided the aggregate Exercise Option Price payable hereunder shall remain the same. D. The portion of this option (dif any) [Intentionally omitted]accelerated in connection with any Corporate Transaction shall remain exercisable as an incentive stock option under the Federal tax laws (if the option is designated as such in the Grant Notice) only to the extent the applicable dollar limitation of Paragraph 17 is not exceed in the calendar year of such Corporate Transaction. (e) E. This Agreement shall not in any way affect the right of the Company Corporation to adjust, reclassify, reorganize or otherwise change make changes in its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. In the event of a Corporate Transaction: (a) All The right to exercise this Option shall accelerate automatically and vest in full (notwithstanding the Option Shares subject to this option at provisions of Section 2 above) effective as of immediately before the time of a Corporate Transaction but not otherwise vested shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate so that this option shall, immediately prior to the effective date consummation of the Corporate TransactionTransaction unless this Option is to be assumed by the acquiring or successor entity (or parent or subsidiary thereof) or new options under a new stock incentive program (“New Incentives”) of comparable value are to be issued in exchange therefor, become exercisable for all of the Option Shares as fully-vested shares of Common Stock and may be exercised for any or all of those Option Sharesprovided in subsection (b) below. No such accelerated If vesting of the this Option Shares, however, shall occur if and will accelerate pursuant to the extent: (i) this option ispreceding sentence, the Committee in its discretion may provide, in connection with the Corporate Transaction, either for the purchase or exchange of this Option for an amount of cash or other property having a value equal to the difference (or “spread”) between: (x) the value of the cash or other property that the Optionee would have received pursuant to the Corporate Transaction in exchange for the Shares issuable upon exercise of this Option had this Option been exercised immediately before the Corporate Transaction, and (y) the aggregate Exercise Price for such Shares. If the vesting of this Option will accelerate pursuant to this subsection (a), then the Committee shall cause written notice of the Corporate Transaction to be given to the Optionee not less than 15 days before the anticipated effective date of the proposed transaction. (b) The vesting of this Option shall not accelerate if and to the extent that: (i) this Option (including the unvested portion thereof) is to be assumed by the acquiring or successor Company entity (or parent or subsidiary thereof) or pursuant to be replaced with a comparable option to purchase shares the terms of the capital stock of the successor Company (or parent thereof)Corporate Transaction, and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) or (ii) this option Option (including the unvested portion thereof) is to be replaced with a cash incentive program of the successor Company which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the Vesting Schedule. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and its determination shall be final, binding and conclusive. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the acquiring or successor Company entity (or parent or subsidiary thereof) with New Incentives of comparable value containing such terms and provisions as the Committee in connection with the Corporate Transaction. (c) its discretion may consider equitable. If this option Option is assumed assumed, or if New Incentives of comparable value are issued in connection with a Corporate Transactionexchange therefor, then this option Option or the New Incentives shall be appropriately adjusted, immediately after such concurrently with the Corporate Transaction, to apply to the number and class of securities which or other property that the Optionee would have been issuable received pursuant to Optionee in consummation of such the Corporate Transaction in exchange for the Shares issuable upon exercise of this Option had the option this Option been exercised immediately prior to such before the Corporate Transaction, and appropriate adjustments adjustment also shall also be made to the Exercise Price provided such that the aggregate Exercise Price of this Option or the New Incentives shall remain the samesame as nearly as practicable. (dc) [Intentionally omitted] If the provisions of subsection (eb) This Agreement above apply, then this Option or the New Incentives, as the case may be, shall not continue to vest in any way affect accordance with the right provisions of Section 2 hereof and shall continue in effect for the remainder of the Company to adjustterm of this Option in accordance with the provisions of Section 3 hereof. However, reclassifyin the event of an Involuntary Termination (as defined below) of Optionee’s Continuous Service within 12 months following such Corporate Transaction, reorganize then vesting of this Option or otherwise change its capital or business structure or to mergethe New Incentives, consolidateas the case may be, dissolveshall accelerate in full automatically effective upon such Involuntary Termination. For purposes of this Section 8, liquidate or sell or transfer all or any part of its business or assets.the following terms shall have the meanings set forth below:

Corporate Transaction. A. For purposes of this Paragraph 6, a "Corporate Transaction" shall be one or more of the following stockholder-approved transactions: (ai) All a merger or consolidation in which the Option Shares subject Company is not the surviving entity, except for a transaction the principal purpose of which is to this option at change the time State of a Corporate Transaction but not otherwise vested shall automatically vest and the Company’s repurchase rights with respect 's incorporation, (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company in liquidation or dissolution of the Company, or (iii) any reverse merger in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities are transferred to holders different from those Option Shares set forth in this Agreement shall immediately terminate so that this option shall, who held such securities immediately prior to the effective date of the Corporate Transaction, become exercisable for all of the such merger. B. If this Option Shares as fully-vested shares of Common Stock and may is to be exercised for any or all of those Option Shares. No such accelerated vesting of the Option Shares, however, shall occur if and to the extent: (i) this option is, assumed in connection with the Corporate Transaction, either Transaction or is otherwise to be assumed by the successor Company (or parent thereof) or to be replaced with a comparable option to purchase shares of the capital stock of the successor Company (or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor Company which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout continue in accordance with the Vesting Schedule. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and its determination shall be final, binding and conclusive. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor Company (or parent thereof) in connection with the Corporate Transaction. (c) If this option is assumed in connection with a Corporate Transactioneffect, then this option it shall be appropriately adjusted, immediately after such Corporate Transaction, to apply and pertain to the number and class of securities which would have been issuable to Optionee issuable, in consummation of such Corporate Transaction had Transaction, to an actual holder of the option been exercised same number of shares of Common Stock as are subject to such Option immediately prior to such Corporate Transaction, and appropriate . Appropriate adjustments shall also be made to the Exercise Price Option Price, provided that the aggregate Exercise Price Option price payable for such securities shall remain the same. (d) [Intentionally omitted]C. If in the event of any Corporate Transaction this Option is not assumed or continued in accordance with Paragraph 6.B, the exercisability of this Option shall automatically accelerate so that, immediately prior to the specified effective date for the Corporate Transaction, this Option shall become fully exercisable with respect to all of the Option Shares. (e) D. This Option, to the extent not previously exercised, shall terminate upon the consummation of the Corporate Transaction and cease to be exercisable, unless it is expressly assumed or continued by the successor corporation or parent thereof. E. This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change make changes in its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. Subject to the terms of the Change of Control Agreement, upon the consummation of a Corporate Transaction, unless otherwise determined by the Committee, the Option will be subject to the agreement governing such Corporate Transaction. Such agreement need not treat all equity awards of the Company in an identical manner, and it will provide for one or more of the following with respect to the Option: (a) All The continuation of the Option Shares by the Company (if the Company is the surviving corporation). (b) The assumption of the Option by the surviving corporation or its parent and in a manner that complies with Section 424(a) of the Code (whether or not the Option is an ISO). For the purposes of this subsection (b), the Option shall be considered assumed if, following the Corporate Transaction, the Option confers the right to purchase or receive, for each share of Common Stock subject to this option at the time of a Corporate Transaction but not otherwise vested shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate so that this option shall, immediately prior to the Corporate Transaction, the consideration (whether stock, cash, or other securities or property) received in the Corporate Transaction by holders of Common Stock for each share held on the effective date of the Corporate TransactionTransaction (and if holders were offered a choice of consideration, become exercisable for all the type of consideration chosen by the holders of a majority of the Option Shares as fully-vested shares of Common Stock and may be exercised for any or all of those Option Shares. No such accelerated vesting of the Option Sharesoutstanding shares); provided, however, shall occur that if and to the extent: (i) this option is, such consideration received in connection with the Corporate Transaction, either to be assumed by the successor Company (or parent thereof) or to be replaced with a comparable option to purchase shares of the capital Transaction was not solely common stock of the successor corporation or its parent entity, the Company (or parent thereof)may, and with the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program consent of the successor Company which preserves corporation, provide for the spread existing on consideration to be received upon the unvested Option Shares at the time exercise of the Corporate Transaction (Option, for each Share of Common Stock subject to the excess Option, to be solely common stock of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout successor corporation or its parent entity equal in accordance with the Vesting Schedule. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and its determination shall be final, binding and conclusive. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except fair market value to the extent assumed per share consideration received by the successor Company (or parent thereof) holders of Common Stock in connection with the Corporate Transaction. (c) If this option The substitution by the surviving corporation or its parent of a new equity award in a manner that complies with Section 424(a) of the Code (whether or not the Option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price provided the aggregate Exercise Price shall remain the samean ISO). (d) [Intentionally omitted] A payment to Optionee equal to the excess of (ei) This Agreement shall not in any way affect the right Fair Market Value of the Company Shares subject to adjustthe Option as of the effective date of such Corporate Transaction over (ii) the Exercise Price of the Shares subject to the Option in connection with the cancellation of the Option. Such payment will be made in the form of cash, reclassifycash equivalents, reorganize or otherwise change securities of the surviving corporation or its capital parent with a Fair Market Value equal to the required amount. The successor corporation may provide substantially similar consideration to Optionee as was provided to stockholders (after taking into account the existing provisions of the Option). Subject to Section 409A of the Code, such payment may be made in installments, may be deferred until the date or business structure dates when the Option would have become exercisable or such Shares would have vested, and such payment may be subject to mergevesting based on Optionee’s continuing service as an employee, consolidateconsultant or director. However, dissolvethe amount of such payment initially will be calculated without regard to whether or not the Option is then exercisable or such Shares are then vested. In addition, liquidate any escrow, holdback, earnout or sell similar provisions in the agreement for such Corporate Transaction may apply to such payment to the same extent and in the same manner as such provisions apply to the holders of Shares. If the Exercise Price of the Shares subject to the Option exceeds the Fair Market Value of such Shares, then the Option may be cancelled without making a payment to Optionee. For purposes of this subsection, the Fair Market Value of any security will be determined without regard to any vesting conditions that may apply to such security. Notwithstanding the forgoing, if (I) the Option is not continued pursuant to subsection (a) above, (II) the Option is not assumed pursuant to subsection (b) above, (III) the Option is not substituted pursuant to subsection (c) above, or transfer all or (IV) the payment pursuant to subsection (d) above is only for the portion of the Option which is vested as of the closing of such Corporate Transaction, then the Option, and any part Shares subject to the Option shall become fully exercisable and fully vested contingent upon the consummation of its business or assetssuch Corporate Transaction.

Corporate Transaction. (a) All In the Option Shares subject event of any of the following stockholder-approved transactions to which the Corporation is a party (a "Corporate Transaction"): (i) a merger or consolidation in which more than fifty percent (50%) of the Corporation's outstanding voting stock is transferred to a person or persons different from those who held the stock immediately prior to such transaction, or (ii) the sale, transfer or other disposition of all or substantially all of the Corporation's assets in complete liquidation or dissolution of the Corporation, this option option, to the extent outstanding at the such time of a Corporate Transaction but not otherwise vested exercisable, shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate accelerate so that this such option shall, immediately prior to the specified effective date of for the Corporate Transaction, become fully exercisable for all of the Option Shares as fully-vested shares of Common Stock at the time subject to such option and may be exercised for all or any or all portion of those Option Sharessuch shares. No such accelerated vesting acceleration of the Option Sharesthis option, however, shall occur if and to the extent: (i) this option is, in connection with the Corporate Transaction, either to be assumed by the successor Company (corporation or parent thereof) thereof or to be replaced with a comparable option to purchase shares of the capital stock of the successor Company (corporation or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) thereof or (ii) this option is to be replaced with by a comparable cash incentive program of the successor Company which preserves corporation based on the option spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the Vesting ScheduleTransaction. The determination of option comparability under clause (i) or (ii) shall be made by the Plan Administrator, and its such determination shall be final, binding and conclusive. (b) Immediately following the Corporate Transaction, The portion of this option accelerated in connection with any Corporate Transaction shall terminate and cease to be outstanding, except remain exercisable as an incentive stock option under the Federal tax laws (if the option is designated as such in the Grant Notice) only to the extent assumed by the successor Company (or parent thereof) applicable dollar limitation of Paragraph 17 is not exceeded in connection with the calendar year of such Corporate Transaction. (c) If this option is assumed in connection with a Corporate TransactionThis option, then this option to the extent not previously exercised, shall be appropriately adjusted, terminate immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had and cease to remain outstanding, unless it is expressly assumed by the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price provided the aggregate Exercise Price shall remain the samesuccessor corporation or parent thereof. (d) [Intentionally omitted] (e) This Agreement shall not in any way affect the right of the Company Corporation to adjust, reclassify, reorganize or otherwise change make changes in its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. (a) All If the Option Shares subject to this option at the time of Company consummates a Corporate Transaction prior to the payment in full or conversion of the Notes pursuant to Section 2.2(a) above, then the outstanding principal and accrued but not otherwise vested shall automatically vest and unpaid interest outstanding under the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate so that this option terms of the Note(s) held by each Non-Voting Holder shall, at the option of the Non-Voting Holder thereof, either be (i) due and payable in full by the Company at the Make-Whole Amount, or (ii) converted into Conversion Shares pursuant to this Section 2.2(c); in each case which shall occur immediately prior to the effective date consummation of the Corporate TransactionTransaction and which may be conditioned upon such consummation. If the Notes are to be converted into Conversion Shares pursuant to Section 2.2(c)(ii), become exercisable for all the number of Conversion Shares to be issued upon the conversion of the Option Shares Note shall be determined by dividing (A) the outstanding principal and accrued but unpaid interest outstanding on each Note to be converted as fully-vested shares of Common Stock and may be exercised the date of conversion by (B) a conversion price of $1.25 per share (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or all of those Option Sharesthe like). No such accelerated vesting of the Option Shares, however, shall occur if and At least ten (10) days prior to the extent: (i) this option is, in connection with the closing of a Corporate Transaction, either to be assumed by the successor Company (or parent thereof) or to be replaced with a comparable option to purchase shares shall notify the Non-Voting Holder of each Note in writing of the capital stock of the successor Company (or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor Company which preserves the spread existing on the unvested Option Shares at the time terms of the Corporate Transaction (the excess “Corporate Transaction Notice”), and the Non-Voting Holder shall inform the Company of the Fair Market Value of those Option Shares over the Exercise Price payable for its decision as set forth above within such shares) and provides for subsequent payout in accordance with the Vesting Schedule10-day period. The determination of option comparability under clause term “Non-Voting Holder” shall mean (i) shall be made Remeditex, only if the Corporate Transaction is approved by the Plan Administrator, and its determination shall be final, binding and conclusive. (b) Immediately following Board of Directors without the Corporate Transaction, this option shall terminate and cease to be outstanding, except approval of either director appointed by Remeditex pursuant to the extent assumed Charter; and (ii) each Non-Remeditex Lender. Further, with respect to any Corporate Transaction that is approved by either director appointed by Remeditex pursuant to the Charter, the Note held by Remeditex shall, at the option of Remeditex, be due and payable in full by the successor Company (or parent thereof) in connection with converted into Conversion Shares on the Corporate Transaction. (c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply same terms as the Convertible Promissory Notes held by Remeditex as of the date hereof pursuant to the number and class of securities which would have been issuable to Optionee Existing NPAs (as defined in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price provided the aggregate Exercise Price shall remain the same. Section 7.2 below). -3- (d) [Intentionally omitted] (e) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.)

Corporate Transaction. In the event of a "corporate transaction" as such transactions are set forth in Section 18.1 of the Plan (a) All a "Corporate Transaction"), which occurs prior to the Option first anniversary of the Vesting Commencement Date, any and all Shares subject to this option at Option which would otherwise have vested under the time terms of a this Stock Option Agreement on the later of (i) the first anniversary of the First Vesting Date or (ii) six months following the date of the Corporate Transaction but Transaction, whether or not otherwise such Shares are fully vested on the effective date of such Corporate Transaction, shall automatically vest become fully vested and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate so that this option shall, exercisable immediately prior to the effective date of such Corporate Transaction. In the event of a Corporate Transaction which occurs after the first anniversary of the First Vesting Date, subject to the terms and conditions of this Option Agreement, all additional Shares shall vest six (6) months earlier than the original vesting schedule applicable to such Shares as set forth in Section 2.1 above. In addition, in the event of a Corporate Transaction, become exercisable for all of the UNLESS this Option Shares as fully-vested shares of Common Stock and may be exercised for any or all of those Option Shares. No such accelerated vesting of the Option Shares, however, shall occur if and to the extent: (i) this option is, in connection with the Corporate Transaction, either to be (i) assumed by the successor Company corporation or Parent thereof or (or parent thereofii) or to be replaced with a comparable option Option with respect to purchase shares of the capital stock of the successor Company (corporation or parent Parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) or (iiiii) this option is to be replaced with a cash incentive program of the successor Company corporation which preserves the spread compensation element of this Option existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the Vesting Schedulesame vesting schedule applicable to this Option, THEN the balance of all Shares under this Agreement which do not become fully exercisable pursuant to the preceding sentence, shall automatically become fully vested and exercisable immediately prior to the effective date of such Corporate Transaction. The determination of option Option comparability under clause (iii) above shall be made by the Plan AdministratorCommittee, and its determination shall be final, binding and conclusive. (ba) Immediately following Effective upon the consummation of the Corporate Transaction, this option all outstanding Options hereunder shall terminate and cease to be remain outstanding, except to the extent assumed by the successor Company (corporation or parent thereof) in connection with the Corporate Transactionits Parent. (cb) If The portion of any Incentive Stock Option accelerated under this option is assumed Section 2.2.1 in connection with a Corporate TransactionTransaction shall remain exercisable as an Incentive Stock Option under the Code only to the extent the $100,000 dollar limitation of Section 422(d) of the Code is not exceeded. To the extent such dollar limitation is exceeded, then this option the accelerated excess portion of such Option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price provided the aggregate Exercise Price shall remain the sameexercisable as a Non-Qualified Stock Option. (d) [Intentionally omitted] (e) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. (a) All In the Option Shares subject event of one or more of the following transactions ("Corporate Transaction"): (i) a merger, amalgamation or acquisition in which the Company is not the surviving or continuing entity, except for a transaction the principal purpose of which is to this option at change the time jurisdiction of a Corporate Transaction but not otherwise vested shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate so that this option shall's organization, (ii) the sale, immediately prior to the effective date transfer or other disposition of the Corporate Transaction, become exercisable for all or substantially all of the Option Shares as fully-vested assets of the Company, or (iii) any other reorganization or business combination in which fifty percent (50%) or more of the Company's outstanding voting shares are transferred to different holders in a single transaction or a series of Common Stock and related transactions, then the exercisability of this option will automatically be accelerated so that such option may be exercised simultaneously with consummation of such Corporate Transaction for any or all the Applicable Percentage (as defined below) of those Option the Optioned Shares. No such accelerated vesting acceleration of the Option Sharesthis option will occur, however, shall occur if and to the extent: (ix) the terms of the agreement for such Corporate Transaction provide as a prerequisite to the consummation of such Corporate Transaction that this option isis to be assumed by the successor or parent thereof or are to be replaced with the comparable options to purchase shares of capital stock of the successor or parent thereof, such comparability to be determined by the Plan Administrator, or (y) the acceleration of this option would, when added to the present value of certain other payments in the nature of compensation which become due and payable to you in connection with the Corporate Transaction, either result in the payment to be assumed by the successor Company (or parent thereofyou of excess parachute payments under Section 280G(b) or to be replaced with a comparable option to purchase shares of the capital stock of the successor Company (or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor Company which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the Vesting ScheduleInternal Revenue Code. The determination existence of option comparability under clause (i) shall such excess parachute payments will be made determined by the Plan Administrator, Administrator in the exercise of its reasonable business judgment and its determination shall be final, binding and conclusive. (b) on the basis of tax counsel provided to the Company. Immediately following consummation of the Corporate Transaction, this option shall will, to the extent not previously exercised or assumed by the successor or its parent, terminate and cease to be outstandingexercisable. As used herein, except “Applicable Percentage” means (i) 33.3% if the Corporate Transaction Trigger Event (as defined below) occurs on or before September 30, 2007, (ii) 66.7% if the Corporate Transaction Trigger Event occurs on or after October 1, 2007 and on or before December 31, 2007 and (iii) 100% in the event the Corporate Transaction Trigger Event occurs on or after January 1, 2008, and “Corporate Transaction Trigger Event” means, with respect to a particular Corporate Transaction, full execution of a “heads-of-terms”-style agreement reflecting a fully-negotiated set of terms for such Corporate Transaction intended to lead directly to the extent assumed by the successor Company (or parent thereof) in connection with the drafting and finalization of a definitive agreement governing such Corporate Transaction. (cb) If this option is assumed in connection The Plan Administrator will use its best efforts to provide you with written notice of a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply Transaction at least ten business days prior to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price provided the aggregate Exercise Price shall remain the sameeffective date. (d) [Intentionally omitted] (ec) This Agreement shall will not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change make changes in its capital or business structure or to merge, amalgamate, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. (a) All The Option, to the Option Shares subject to this option extent outstanding at the time of a Corporate Transaction but not otherwise vested Transaction, shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate so that this option shall, accelerate immediately prior to the effective date of the such Corporate Transaction, become exercisable for Transaction so that all of the Option Shares as fully-vested shares of Common Stock and may shall be exercised for any or all of those Option Sharesdeemed to be fully vested. No such accelerated acceleration of vesting of the Option Sharesshall occur, however, shall occur if and to the extent: (i) this option the Option is, in connection with the Corporate Transaction, either to be assumed by the surviving or successor Company (or parent thereof) or to be replaced with a comparable option to purchase shares of the capital stock of the successor Company (or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company entity (or parent thereof) or (ii) this option the Option is to be replaced with a cash incentive program of the surviving or successor Company entity (or parent thereof) which preserves provides Optionee with substantially equivalent economic benefits by preserving the spread existing on the unvested Option Shares at the time of the Corporate Transaction on the Option Shares for which the Option is not otherwise at that time vested (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent payout in accordance with the Vesting Schedule. The determination of option comparability under clause (i) shall be made by same Option vesting schedule set forth in the Plan Administrator, and its determination shall be final, binding and conclusiveGrant Notice. (b) Immediately following the a Corporate Transaction, this option Option shall terminate and cease to be outstanding, except to the extent assumed by the surviving or successor Company entity (or parent thereof) in connection with the Corporate Transaction. (c) If this option the Option is assumed in connection with a Corporate Transaction, then this option the Option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option Option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price provided per share to provide that the aggregate Exercise Price shall remain the samesame as before such Corporate Transaction. (d) [Intentionally omitted]To the extent the Option is to be assumed by the surviving or successor entity (or parent thereof) in connection with a Corporate Transaction, or a substitute option is issued to the Optionee as provided above, vesting of the Option shall not accelerate upon the occurrence of that Corporate Transaction, and the Option shall accordingly continue, over Optionee's period of Service after the Corporate Transaction, to vest in one or more installments in accordance with the provisions of the Grant Notice, subject to acceleration upon an Involuntary Termination as provided in Paragraph 5(f) above. (e) This Agreement shall not in any way affect the right of the Company Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. A. In the event of any of the following stockholder-approved transactions to which the Corporation is a party (aa "Corporate Transaction"): (i) All a merger or consolidation in which the Option Shares subject Corporation is not the surviving entity, except for a transaction the principal purpose of which is to change the State in which the Corporation is incorporated, (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Corporation in complete liquidation or dissolution of the Corporation, or (iii) any reverse merger in which the Corporation is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation's outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such merger, this option option, to the extent outstanding at the such time of a Corporate Transaction but not otherwise vested fully exercisable, shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate accelerate so that this such option shall, immediately prior to the specified effective date of for the Corporate Transaction, become exercisable for all of the Option Shares as fully-vested shares of Common Stock at the time subject to such option and may be exercised for all or any or all portion of those Option Sharessuch shares as fully-vested shares. No such accelerated vesting acceleration of the Option Sharesthis option, however, shall occur if and to the extent: (i) this option is, in connection with the Corporate Transaction, either to be assumed by the successor Company (corporation or parent thereof) thereof or to be replaced with a comparable option to purchase shares of the capital stock of the successor Company (corporation or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) thereof or (ii) this such option is to be replaced with a cash incentive program of the successor Company corporation which preserves the option spread existing on the unvested Option Shares at the time of the Corporate Transaction on the Option Shares for which the option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the Exercise aggregate Option Price payable for such shares) and provides for subsequent payout pay-out in accordance with the Vesting Schedulesame vesting schedule in effect for the Option Shares pursuant to the option exercise schedule set forth in the Grant Notice. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and its such determination shall be final, binding and conclusive. (b) Immediately following B. This option, to the Corporate Transactionextent not previously exercised, this option shall terminate upon the consummation of such Corporate Transaction and cease to be outstanding, except to the extent expressly assumed by the successor Company (corporation or parent thereof) in connection with the Corporate Transaction. (c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price provided the aggregate Exercise Price shall remain the same. (d) [Intentionally omitted] (e) C. This Agreement shall not in any way affect the right of the Company Corporation to adjust, reclassify, reorganize or otherwise change make changes in its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. Subject to the terms of the Change of Control Agreement, upon the consummation of a Corporate Transaction, unless otherwise determined by the Committee, the Option will be subject to the agreement governing such Corporate Transaction. Such agreement need not treat all equity awards of the Company in an identical manner, and it will provide for one or more of the following with respect to the Option: (a) All The continuation of the Option Shares by the Company (if the Company is the surviving corporation). (b) The assumption of the Option by the surviving corporation or its parent and in a manner that complies with Section 424(a) of the Code (whether or not the Option is an ISO). For the purposes of this subsection (b), the Option shall be considered assumed if, following the Corporate Transaction, the Option confers the right to purchase or receive, for each share of Common Stock subject to this option at the time of a Corporate Transaction but not otherwise vested shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate so that this option shall, immediately prior to the Corporate Transaction, the consideration (whether stock, cash, or other securities or property) received in the Corporate Transaction by holders of Common Stock for each share held on the effective date of the Corporate TransactionTransaction (and if holders were offered a choice of consideration, become exercisable for all the type of consideration chosen by the holders of a majority of the Option Shares as fully-vested shares of Common Stock and may be exercised for any or all of those Option Shares. No such accelerated vesting of the Option Sharesoutstanding shares); provided, however, shall occur that if and to the extent: (i) this option is, such consideration received in connection with the Corporate Transaction, either to be assumed by the successor Company (or parent thereof) or to be replaced with a comparable option to purchase shares of the capital Transaction was not solely common stock of the successor corporation or its parent entity, the Company (or parent thereof)may, and with the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program consent of the successor Company which preserves corporation, provide for the spread existing on consideration to be received upon the unvested Option Shares at the time exercise of the Corporate Transaction (Option, for each Share of Common Stock subject to the excess Option, to be solely common stock of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout successor corporation or its parent entity equal in accordance with the Vesting Schedule. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and its determination shall be final, binding and conclusive. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except fair market value to the extent assumed per share consideration received by the successor Company (or parent thereof) holders of Common Stock in connection with the Corporate Transaction. (c) If this option The substitution by the surviving corporation or its parent of a new equity award in a manner that complies with Section 424(a) of the Code (whether or not the Option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price provided the aggregate Exercise Price shall remain the samean ISO). (d) [Intentionally omitted] A payment to Optionee equal to the excess of (ei) This Agreement shall not in any way affect the right Fair Market Value of the Company Shares subject to adjustthe Option as of the effective date of such Corporate Transaction over (ii) the Exercise Price of the Shares subject to the Option in connection with the cancellation of the Option. Such payment will be made in the form of cash, reclassifycash equivalents, reorganize or otherwise change securities of the surviving corporation or its capital parent with a Fair Market Value equal to the required amount. The successor corporation may provide substantially similar consideration to Optionee as was provided to stockholders (after taking into account the existing provisions of the Option). Subject to Section 409A of the Code, such payment may be made in installments, may be deferred until the date or business structure dates when the Option would have become exercisable or such Shares would have vested, and such payment may be subject to mergevesting based on Optionee’s continuing service as an employee, consolidateconsultant or director. However, dissolvethe amount of such payment initially will be calculated without regard to whether or not the Option is then exercisable or such Shares are then vested. In addition, liquidate any escrow, holdback, earnout or sell similar provisions in the agreement for such Corporate Transaction may apply to such payment to the same extent and in the same manner as such provisions apply to the holders of Shares. If the Exercise Price of the Shares subject to the Option exceeds the Fair Market Value of such Shares, then the Option may be cancelled without making a payment to Optionee. For purposes of this subsection, the Fair Market Value of any security will be determined without regard to any vesting conditions that may apply to such security. Notwithstanding the forgoing, if (I) the Option is not continued pursuant to subsection (a) above, (II) the Option is not assumed pursuant to subsection (b) above, (III) the Option is not substituted pursuant to subsection (c) above, or transfer all or (TV) the payment pursuant to subsection (d) above is only for the portion of the Option which is vested as of the closing of such Corporate Transaction, then the Option, and any part Shares subject to the Option shall become fully exercisable and fully vested contingent upon the consummation of its business or assetssuch Corporate Transaction.

Corporate Transaction. a. In the event of any of the following stockholder-approved transactions to which the Corporation is a party (aa "Corporate Transaction"): a. a merger or consolidation in which the Corporation is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Corporation is incorporated, b. the sale, transfer or other disposition of all or substantially all of the assets of the Corporation in complete liquidation or dissolution of the Corporation, or c. any reverse merger in which the Corporation is the surviving entity but in which securities possessing more than fifty percent (50%) All of the Option Shares subject total combined voting power of the Corporation's outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such merger, this option option, to the extent outstanding at the such time of a Corporate Transaction but not otherwise vested fully exercisable, shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate accelerate so that this option shall, immediately prior to the effective date of the Corporate Transaction, become exercisable for all of the Option Shares as fully-vested shares of Common Stock at the time subject to this option and may be exercised for any or all of those Option Shares. No such accelerated vesting of the Option Shares, however, shall occur if and to the extent: (i) this option is, in connection with the Corporate Transaction, either to be assumed by the successor Company (or parent thereof) or to be replaced with a comparable option to purchase Shares as fully-vested shares of the capital stock of the successor Company (or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor Company which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the Vesting ScheduleCommon Stock. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and its determination shall be final, binding and conclusive. (b) Immediately following the consummation of the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor Company corporation (or parent thereof) in connection with the Corporate Transaction). (c) b. If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply and pertain to the number and class of securities which would have been issuable issued to Optionee the Optionee, in consummation of such Corporate Transaction Transaction, had the this option been exercised option immediately prior to such Corporate Transaction, and appropriate . Appropriate adjustments shall also be made to the Exercise Price provided payable per share; provided, however, the aggregate Exercise Price payable for such securities shall remain the same. (d) [Intentionally omitted] (e) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. (a) All In the Option Shares subject event of one or more of the following transactions (a “Corporate Transaction”): (i) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to this option at change the time State of a Corporate Transaction but not otherwise vested shall automatically vest and the Company’s repurchase rights with respect incorporation, (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company in liquidation or dissolution of the Company, or (iii) any reverse merger in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to holders different from those Option Shares set forth in who held such securities immediately prior to such merger, then the exercisability of this Agreement option (if outstanding at the time) shall immediately terminate automatically accelerate so that this such option shall, immediately prior to the specified effective date of for the Corporate Transaction, become fully exercisable for all of the Option Optioned Shares as fully-vested shares of Common Stock and may be exercised for all or any or all portion of those Option Sharessuch shares. No such accelerated vesting acceleration of the Option Sharesthis option, however, shall occur if and to the extent: (i) this the option is, in connection with the Corporate Transaction, either to be assumed by the successor Company (corporation or parent thereof) thereof or to be replaced with a comparable option to purchase shares of the capital stock of the successor Company (corporation or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) thereof or (ii) this the option is to be replaced with by a comparable cash incentive program of the successor Company which preserves the spread existing corporation based on the unvested option spread (the excess of the fair market value of the shares of Common Stock at the time subject to the option over the Option Shares Price payable for such shares) at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the Vesting ScheduleTransaction. The determination of option comparability under clause (i) or (ii) of the preceding sentence shall be made by the Plan Administrator, Administrator and its determination shall be final, binding and conclusive. (b) Immediately following This option, to the extent not previously exercised, shall terminate upon the consummation of the Corporate Transaction and cease to be exercisable, unless it is expressly assumed by the successor corporation or parent thereof. The Plan Administrator shall have complete discretion to provide, on such terms and conditions as it sees fit, for a cash payment to be made to Optionee on account of such termination of this option, in an amount equal to the excess (if any) of (A) the Fair Market Value (as defined below) of the Optioned Shares subject to this option as of the date of the Corporate Transaction, this option shall terminate and cease to be outstanding, except to over (B) the extent assumed by the successor Company (or parent thereof) in connection with the Corporate TransactionOption Price for such shares. (c) If In the event of a Change in Control (as defined in the Plan), the exercisability of this option is assumed in connection with a Corporate Transaction(if outstanding at the time) shall automatically accelerate so that such option shall, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to the specified effective date for the Change in Control, become fully exercisable for all of the Optioned Shares and may be exercised for all or any portion of such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price provided the aggregate Exercise Price shall remain the sameshares. (d) [Intentionally omitted] (e) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change make changes in its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. (a) All In the Option Shares subject event of one or more of the following transactions ("Corporate Transaction"): (i) a merger, amalgamation or acquisition in which the Company is not the surviving or continuing entity, except for a transaction the principal purpose of which is to this option at change the time jurisdiction of a Corporate Transaction but not otherwise vested shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate so that this option shall's organization, (ii) the sale, immediately prior to the effective date transfer or other disposition of the Corporate Transaction, become exercisable for all or substantially all of the Option Shares as fully-vested assets of the Company, or (iii) any other reorganization or business combination in which fifty percent (50%) or more of the Company's outstanding voting shares are transferred to different holders in a single transaction or a series of Common Stock and related transactions, then the exercisability of this option will automatically be accelerated so that such option may be exercised simultaneously with consummation of such Corporate Transaction for any or all the Applicable Percentage (as defined below) of those Option the Optioned Shares. No such accelerated vesting acceleration of the Option Sharesthis option will occur, however, shall occur if and to the extent: (ix) the terms of the agreement for such Corporate Transaction provide as a prerequisite to the consummation of such Corporate Transaction that ou tstanding options under the Plan (including this option) are to be assumed by the successor or parent thereof or are to be replaced with the comparable options to purchase shares of capital stock of the successor or parent thereof, such comparability to be determined by the Plan Administrator, or (y) the acceleration of this option iswould, when added to the present value of certain other payments in the nature of compensation which become due and payable to you in connection with the Corporate Transaction, either result in the payment to be assumed by the successor Company (or parent thereofyou of excess parachute payments under Section 280G(b) or to be replaced with a comparable option to purchase shares of the capital stock of the successor Company (or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor Company which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the Vesting ScheduleInternal Revenue Code. The determination existence of option comparability under clause (i) shall such excess parachute payments will be made determined by the Plan Administrator, Administrator in the exercise of its reasonable business judgment and its determination shall be final, binding and conclusive. (b) on the basis of tax counsel provided to the Company. Immediately following consummation of the Corporate Transaction, this option shall will, to the extent not previously exercised or assumed by the successor or its parent, terminate and cease to be outstandingexercisable. As used herein, except “Applicable Percentage” means (i) 33.3% if the Corporate Transaction Trigger Event (as defined below) occurs on or before September 30, 2007, (ii) 66.7% if the Corporate Transaction Trigger Event occurs on or after October 1, 2007 and on or before December 31, 2007 and (iii) 100% in the event the Corporate Transaction Trigger Event occurs on or after January 1, 2008, and “Corporate Transaction Trigger Event” means, with respect to a particular Corporate Transaction, full execution of a “heads-of-terms”-style agreement reflecting a fully-negotiated set of terms for such Corporate Transaction intended to lead directly to the extent assumed by the successor Company (or parent thereof) in connection with the drafting and finalization of a definitive agreement governing such Corporate Transaction. (cb) If The exercisability of this option is assumed in connection as an incentive share option under the Federal tax laws (if designated as such above) will be subject to the applicable dollar limitation of Section 16 hereof. (a) The Plan Administrator will use its best efforts to provide you with written notice of a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply Transaction at least ten business days prior to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price provided the aggregate Exercise Price shall remain the sameeffective date. (d) [Intentionally omitted] (e) This Agreement shall will not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change make changes in its capital or business structure or to merge, amalgamate, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. (a) All In the event that the Option Shares is assumed or continued, or substituted for new stock options or another equity-based award of a successor entity, or parent or subsidiary thereof (with appropriate adjustments as to the number of shares and option exercise prices), in each case upon the consummation of any Corporate Transaction, and the employment of Optionee with the Company or an Affiliate is terminated within 24 months following the consummation of such Corporate Transaction by the employer without Cause or by the Optionee for Good Reason, the Option shall be fully vested and may be exercised in full, to the extent applicable, beginning on the date of such termination and for the 12-month period immediately following such termination (subject to this option at the time earlier expiration of the Option as provided in Section 4 hereof) or for such longer period as the Committee shall determine. (Nothing in the preceding sentence shall limit or alter the Optionee’s rights under Section 5(c) hereof in the event that Optionee instead terminates his or her Service by reason of a Qualified Retirement.) In the event a Corporate Transaction but occurs in which the Option is not otherwise being assumed, continued or substituted (as contemplated by the preceding sentence), the Option shall become fully vested shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate so that this option shall, as of immediately prior to the effective date occurrence of a Corporate Transaction, and the Committee may either (a) require Optionee to exercise the Option prior to the consummation of the Corporate Transaction by providing notice at least 15 days prior to the scheduled consummation of the Corporation Transaction that the Option (including the any unvested portion of the Option that becomes vested immediately prior to the occurrence of the Corporate Transaction) shall remain exercisable for a period of 15 days, subject to the earlier expiration of the Option as provided in Section 4 and Section 5 hereof, and shall thereafter be terminated or (b) provide that the portion of the Option that remains outstanding as of immediately prior to the consummation of the Corporation Transaction shall be cancelled upon consummation of the Corporate Transaction, become exercisable for all and that Optionee shall receive an amount in cash or securities having a value (as determined by the Committee acting in good faith) equal to the product of the Option Shares as fully-vested number of shares of Common Stock and may be exercised for any subject to the Option at such time multiplied by the amount, if any, by which (x) the formula or all fixed price per share payable to holders of those Option Sharesshares of Stock pursuant to such transaction exceeds (y) the Exercise Price. No such accelerated vesting With respect to the Committee’s establishment of an exercise window pursuant to clause (a) of the Option Sharespreceding sentence, however, shall occur if and to the extent: (i) this option isany exercise during the 15-day period shall be conditioned upon the consummation of the Corporate Transaction and shall be effective only immediately before the consummation thereof, in connection with and (ii) upon the consummation of the Corporate Transaction, either to be assumed by the successor Company (or parent thereof) or to be replaced with a comparable option to purchase shares any unexercised portion of the capital stock of the successor Company (or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor Company which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the Vesting Schedule. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and its determination shall be final, binding and conclusiveterminate. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor Company (or parent thereof) in connection with the Corporate Transaction. (c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price provided the aggregate Exercise Price shall remain the same. (d) [Intentionally omitted] (e) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. (a) All This option, to the Option Shares subject to this option extent outstanding at the time of a Corporate Transaction but not otherwise vested fully exercisable for all the Option Shares, shall automatically vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate accelerate so that this option shall, immediately prior to the effective date of the such Corporate Transaction, become exercisable for all of the Option Shares as fully-vested shares of Common Stock at the time subject to this option and may be exercised for any or all of those Option Shares. No such accelerated vesting of the Option Shares, however, shall occur if and to the extent: (i) this option is, in connection with the Corporate Transaction, either to be assumed by the successor Company (or parent thereof) or to be replaced with a comparable option to purchase Shares as fully vested shares of the capital stock of the successor Company (or parent thereof), and the Company’s repurchase rights with respect to the Option Shares are to be assigned to such successor Company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor Company which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the Vesting ScheduleCommon Stock. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and its determination shall be final, binding and conclusive. (b) Immediately following the such Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor Company corporation (or parent thereof). (b) To the extent assumed by the successor corporation (or parent thereof) in connection with the Corporate Transaction. (c) If this option is assumed in connection with a such Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price P rice, provided the aggregate Exercise Price -------- shall remain the same. To the extent the actual holders of the Corporation's outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Corporate Transaction, the successor corporation may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Corporate Transaction. This option, as so assumed, shall remain fully exercisable for all the Option Shares subject to such option until the earliest to occur of (i) the expiration of the -------- three (3)-year period measured from the date of Optionee's cessation of Service, (ii) the specified Expiration Date, (iii) the cash-out of this option pursuant to the provisions of Paragraph 8 or (iv) the sooner termination of this option under Paragraph 5. (d) [Intentionally omitted] (ec) This Agreement shall not in any way affect the right of the Company Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Corporate Transaction. (a) All the Option Shares subject to this option at the time of a Corporate Transaction but not otherwise vested The Repurchase Right shall automatically terminate in its entirety, and all the Purchased Shares shall vest and the Company’s repurchase rights with respect to those Option Shares set forth in this Agreement shall immediately terminate so that this option shallfull, immediately prior to the effective date consummation of any Corporate Transaction, except to the extent the Repurchase Right is to be assigned to the successor entity in such Corporate Transaction. (b) To the extent the Repurchase Right remains in effect following a Corporate Transaction, such right shall apply to any new securities or other property (including any cash payments) received in exchange for the Purchased Shares in consummation of the Corporate Transaction, become exercisable for all but only to the extent the Purchased Shares are at the time covered by such right. Appropriate adjustments shall be made to the price per share payable upon exercise of the Option Shares as fully-vested shares of Common Stock and may be exercised for any or all of those Option Shares. No such accelerated vesting Repurchase Right to reflect the effect of the Option SharesCorporate Transaction upon the Corporation's capital structure; provided, however, that the aggregate purchase price shall occur if and remain the same. The new securities or other property (including any cash payments) issued or distributed with respect to the extent: Purchased Shares in consummation of the Corporate Transaction shall be immediately deposited in escrow with the Corporation (ior the successor entity) this option is, and shall not be released from escrow until Participant vests in connection such securities or other property in accordance with the same Vesting Schedule in effect for the Purchased Shares. (c) If the Repurchase Right is assigned to the successor entity in the Corporate Transaction, and at the time of, or within twelve (12) months following, such Corporate Transaction, either to be assumed by the successor Company (or parent thereofi) or to be replaced with Participant is offered a comparable option to purchase shares Lesser Position in replacement of the capital stock of the successor Company (position held by him or parent thereof), and the Company’s repurchase rights with respect her immediately prior to the Option Shares are to be assigned to such successor Company (or parent thereof) Corporate Transaction or (ii) this option is to be replaced with a cash incentive program Participant's Service terminates by reason of an Involuntary Termination, then, effective as of the successor Company date on which preserves such Lesser Position is offered to Participant or the spread existing on effective date of such Involuntary Termination, respectively, the unvested Option Repurchase Right shall automatically lapse with respect to, and Participant shall vest in, the next annual installment of Purchased Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout scheduled to vest in accordance with the Vesting Schedule. The determination of option comparability under clause (i) shall be made by the Plan AdministratorFollowing such acceleration, and its determination shall be final, binding and conclusive. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by Participant continues in Service, the successor Company (or parent thereof) in connection with the Corporate Transaction. (c) If this option is assumed in connection with a Corporate Transaction, then this option Vesting Schedule shall be appropriately adjustedadjusted so that the Repurchase Right shall lapse with respect to, immediately after such Corporate Transactionand Participant shall vest in, to apply to each subsequent annual installment of Purchased Shares on each subsequent anniversary of the number and class of securities which would have been issuable to Optionee in consummation effective date of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price provided the aggregate Exercise Price shall remain the sameaccelerated vesting. (d) [Intentionally omitted] (e) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.