Common use of Date of Exercise Clause in Contracts

Date of Exercise. Each installment of Covered Shares of the Option (“Installment”) shall become vested and exercisable on and after the “Vesting Date” for such Installment as described in the following schedule (but only if the Participant’s Termination of Service has not occurred before the Vesting Date): INSTALLMENT(S) VESTING DATE(S) APPLICABLE TO INSTALLMENT(S) (a) Notwithstanding the foregoing provisions of this Section 3, the Option shall become fully exercisable upon the following: (i) a Change in Control that occurs on or before the Participant’s Termination of Service; (ii) the Participant’s Termination of Service by the Participant for Good Reason (as defined in that certain Employment Agreement between the Company and the Participant, dated September 13, 2013, as may be amended from time to time (the “Employment Agreement”)); or (iii) the Participant’s Termination of Service by the Company other than for Cause (as defined in the Employment Agreement). (b) Further notwithstanding the foregoing provisions of this Section 3, upon the Participant’s Termination of Service due to the Participant’s death or Disability (as defined in the Employment Agreement), the Option shall become exercisable immediately with respect to those Installments that would have vested in the 12-month period immediately following such Termination of Service had the Participant not incurred the Termination of Service. (c) The Option may be exercised on or after the Participant’s Termination of Service only as to that portion of the Covered Shares for which it was exercisable immediately prior to the Participant’s Termination of Service, or became exercisable on the date of the Participant’s Termination of Service.

Date of Exercise. Each installment of Covered Shares of the Option (“Installment”) shall become vested and exercisable on and after the “Vesting Date” for such Installment as described in the following schedule (but only if the Participant’s Termination of Service has not occurred before the Vesting Date): INSTALLMENT(S) VESTING DATE(S) APPLICABLE TO INSTALLMENT(S) (a) Notwithstanding the foregoing provisions of this Section 3, the The Option shall become fully exercisable upon the following: (shall vest) with respect to: (i) a Change in Control 1/4th of the Covered Shares as of the Initial Exercise Date; and (ii) 1/48th of the Covered Shares as of the end of each of the next 36 calendar months thereafter, provided, however, that occurs to the extent that the Option has not become exercisable (vested) on or before the Participant’s Termination Date of Service; Termination, such Option shall no longer become exercisable (iivest) in accordance with the foregoing schedule as of any date subsequent to the Participant’s Date of Termination of Service by the Participant for Good Reason (except as defined in that certain Employment Agreement between the Company and the Participant, dated September 13, 2013, as may be amended from time to time (the “Employment Agreement”)); or (iii) the Participant’s Termination of Service by the Company other than for Cause (as defined provided in the Employment Agreementimmediately following paragraphs. Exercisability under this schedule is cumulative, and after the Option becomes exercisable under the schedule with respect to any portion of the Covered Shares, it shall continue to be exercisable with respect to that portion, and only that portion, of the Covered Shares until the Expiration Date (described in Section 4 below). (b) Further notwithstanding Notwithstanding Section 3(a), the foregoing provisions Option shall become immediately exercisable (vest) with respect to all of this Section 3, the Covered Shares (whether or not previously vested) upon the occurrence of the Participant’s Date of Termination by reason of Service due to the Participant’s death or Disability if such Date of Termination is after the Initial Exercise Date. (as defined in the Employment Agreementc) Notwithstanding Section 3(a), the Option shall become immediately exercisable immediately (vest) with respect to those Installments that would have vested in the 12-month period immediately following such Termination of Service had the Participant not incurred the Termination of Service. (c) The Option may be exercised on or after the Participant’s Termination of Service only as to that portion all of the Covered Shares for which it was exercisable immediately prior to (whether or not previously vested) upon the date of a Change in Control if the Participant’s Date of Termination does not occur before such Change in Control and a Complying Assumption does not occur in connection with the Change in Control. If a Complying Assumption occurs in connection with the Change in Control, then the Option shall become immediately exercisable (vest) with respect to all of Service, the Covered Shares (whether or became exercisable on the date of not previously vested) if the Participant’s Date of Termination occurs upon or in the one-year period immediately following a Change in Control (as defined in the Plan) unless such Date of ServiceTermination is due to termination of Participant by the Company for Cause or Participant’s voluntary termination of his or her employment without Good Reason.

Date of Exercise. Each installment of Covered Shares of the The Option (“Installment”) shall become vested and exercisable on and after the “Vesting Date” for such Installment as described in the following schedule (but only if the Participant’s Termination of Service has not occurred before the Vesting Date): INSTALLMENT(S) VESTING DATE(S) APPLICABLE TO INSTALLMENT(S)with respect to: (a) 1/4th of the Covered Shares as of the Initial Exercise Date; and (b) 1/48th of the Covered Shares as of the end of each of the next 36 calendar months thereafter, provided, however, that to the extent that the Option has not become exercisable on or before the Participant’s Date of Termination, such Option shall no longer become exercisable in accordance with the foregoing schedule as of any date subsequent to the Participant’s Date of Termination except as provided in the immediately following paragraph. Exercisability under this schedule is cumulative, and after the Option becomes exercisable under the schedule with respect to any portion of the Covered Shares, it shall continue to be exercisable with respect to that portion, and only that portion, of the Covered Shares until the Expiration Date (described in Section 4 below). Notwithstanding the foregoing provisions of this Section 3, the Option shall become fully immediately exercisable with respect to all of the Covered Shares (whether or not previously vested) upon the following: occurrence of (i) a Change in Control that occurs on or before the Participant’s Termination of Service; (ii) the Participant’s Date of Termination by reason of Service the Participant’s death or Disability if such Date of Termination is after the Initial Exercise Date, or (ii) a Change of Control (as defined in Participant’s Employment Agreement with the Company) if either (A) Participant’s date of Termination occurred in contemplation and within six (6) months of such Change of Control, and his termination was without Cause (as defined in Participant’s Employment Agreement with the Company) or termination was by the Participant for him with Good Reason (as defined in that certain Participant’s Employment Agreement between with the Company and the ParticipantCompany), dated September 13, 2013, as may be amended from time to time (the “Employment Agreement”)); or (iiiB) the Participant’s no Date of Termination of Service by the Company other than for Cause (as defined in the Employment Agreement)Participant has yet occurred. (b) Further notwithstanding the foregoing provisions of this Section 3, upon the Participant’s Termination of Service due to the Participant’s death or Disability (as defined in the Employment Agreement), the Option shall become exercisable immediately with respect to those Installments that would have vested in the 12-month period immediately following such Termination of Service had the Participant not incurred the Termination of Service. (c) The Option may be exercised on or after the Participant’s Termination of Service only as to that portion of the Covered Shares for which it was exercisable immediately prior to the Participant’s Termination of Service, or became exercisable on the date of the Participant’s Termination of Service.

Date of Exercise. Each installment of Covered Shares of the Option (“Installment”) shall become vested and exercisable on and after the “Vesting Date” for such Installment as described in the following schedule (but only if the Participant’s Termination of Service has not occurred before the Vesting Date): INSTALLMENT(S) VESTING DATE(S) APPLICABLE TO INSTALLMENT(S) (a) Notwithstanding the foregoing provisions of this Section 3, the The Option shall become fully exercisable upon the following: with respect to: (i) a Change in Control 1/4th of the Covered Shares as of the Initial Exercise Date; and (ii) 1/48th of the Covered Shares as of the end of each of the next 36 calendar months thereafter, provided, however, that occurs to the extent that the Option has not become exercisable on or before the Participant’s Termination Date of Service; (ii) Termination, such Option shall no longer become exercisable in accordance with the foregoing schedule as of any date subsequent to the Participant’s Date of Termination of Service by the Participant for Good Reason (except as defined in that certain Employment Agreement between the Company and the Participant, dated September 13, 2013, as may be amended from time to time (the “Employment Agreement”)); or (iii) the Participant’s Termination of Service by the Company other than for Cause (as defined provided in the Employment Agreementimmediately following paragraph. Exercisability under this schedule is cumulative, and after the Option becomes exercisable under the schedule with respect to any portion of the Covered Shares, it shall continue to be exercisable with respect to that portion, and only that portion, of the Covered Shares until the Expiration Date (described in Section 4 below). (b) Further notwithstanding Notwithstanding Section 3(a), the foregoing provisions Option shall become immediately exercisable with respect to all of this Section 3, the Covered Shares (whether or not previously vested) upon the occurrence of the Participant’s Date of Termination by reason of Service due to the Participant’s death or Disability if such Date of Termination is after the Initial Exercise Date. (as defined in c) Notwithstanding the Employment Agreementprovisions of this Section 3(a), the Option shall become immediately exercisable immediately with respect to those Installments that would have vested in the 12-month period immediately following such Termination of Service had the Participant not incurred the Termination of Service. (c) The Option may be exercised on or after the Participant’s Termination of Service only as to that portion all of the Covered Shares for which it was exercisable immediately prior to (whether or not previously vested) upon the date of a Change in Control if the Participant’s Date of Termination does not occur before such Change in Control and a Complying Assumption does not occur in connection with the Change in Control. If a Complying Assumption occurs in connection with the Change in Control, then the Option shall become immediately exercisable with respect to all of Service, the Covered Shares (whether or became exercisable on the date of not previously vested) if the Participant’s Date of Termination occurs upon or in the one-year period immediately following a Change in Control (as defined in the Plan) unless such Date of ServiceTermination is due to termination of Participant by the Company for Cause or Participant’s voluntary termination of his or her employment without Good Reason.

Date of Exercise. Each installment Subject to the limitations of Covered Shares of this Agreement, the Option (“Installment”) shall become vested and be exercisable according to the following schedule, with respect to each installment shown in the schedule on and after the “Vesting Date” for Date applicable to such installment: An Installment as described in shall not become exercisable on the following schedule otherwise applicable Vesting Date until the earliest to occur of the following: (but only a) the tenth anniversary of the Option grant; or (b) an initial public offering of the Common Stock. An Installment shall not become exercisable on the otherwise applicable Vesting Date if the Participant’s Date of Termination of Service has not occurred (as defined in paragraph 8) occurs on or before the such Vesting Date): INSTALLMENT(S) VESTING DATE(S) APPLICABLE TO INSTALLMENT(S) (a) . Notwithstanding the foregoing provisions of this Section paragraph 3, the Option shall become exercisable with respect to all of the Covered Shares (to the extent it is not then otherwise exercisable) as follows: (a) The Option shall become fully exercisable upon the Participant’s Date of Termination, if the Participant’s Date of Termination occurs by reason of the Participant’s death or Normal Retirement. (b) The Option shall become fully exercisable upon a Change in Control and the Constructive Termination of the Participant, if the Participant’s Date of Termination does not occur on or before the Change in Control. (c) Otherwise, the Option shall become fully exercisable upon one year after the following: (i) a Change in Control that occurs on or before the Participant’s Termination of Service; (ii) the Participant’s Termination of Service by Control, provided the Participant for Good Reason (as defined in that certain Employment Agreement between remains an employee of the Company and the Participant, dated September 13, 2013, as may be amended from time to time (the “Employment Agreement”)); or (iii) the Participant’s Termination of Service by the Company other than for Cause (as defined in the Employment Agreement). (b) Further notwithstanding the foregoing provisions of this Section 3, upon the Participant’s Termination of Service due to the Participant’s death or Disability (as defined in the Employment Agreement), the Option shall become exercisable immediately with respect to those Installments that would have vested in the 12-month period immediately following such Termination of Service had the Participant not incurred the Termination of Service. (c) Company. The Option may be exercised on or after the Participant’s Date of Termination of Service only as to that portion of the Covered Shares for as to which it was exercisable immediately prior to the Participant’s Termination Date of ServiceTermination, or as to which it became exercisable on the date Date of the Participant’s Termination of Servicein accordance with this paragraph 3.

Date of Exercise. Each installment (a) The Option shall become exercisable (shall vest) with respect to: (i) 1/4th of the Covered Shares as of the Initial Exercise Date; and (ii) 1/48th of the Covered Shares as of the end of each of the next 36 calendar months thereafter, provided, however, that to the extent that the Option has not become exercisable (“Installment”vested) on or before the Participant’s Date of Termination, such Option shall no longer become vested and exercisable on (vest) in accordance with the foregoing schedule as of any date subsequent to the Participant’s Date of Termination except as provided in the immediately following paragraphs. Exercisability under this schedule is cumulative, and after the “Vesting Date” for such Installment as Option becomes exercisable under the schedule with respect to any portion of the Covered Shares, it shall continue to be exercisable with respect to that portion, and only that portion, of the Covered Shares until the Expiration Date (described in the following schedule (but only if the Participant’s Termination of Service has not occurred before the Vesting Date): INSTALLMENT(S) VESTING DATE(S) APPLICABLE TO INSTALLMENT(SSection 4 below). (ab) Notwithstanding the foregoing provisions of this Section 33(a), the Option shall become fully immediately exercisable (vest) with respect to all of the Covered Shares (whether or not previously vested) upon the following: occurrence of (i) a Change in Control that occurs on or before the Participant’s Termination of Service; (ii) the Participant’s Date of Termination by reason of Service the Participant’s death or Disability if such Date of Termination is after the Initial Exercise Date, or (ii) a Change of Control (as defined in Participant’s Employment Agreement with the Company) if either (A) Participant’s Date of Termination occurred in contemplation and within six (6) months of such Change of Control, and his termination was without Cause (as defined in Participant’s Employment Agreement with the Company) or termination was by the Participant for him with Good Reason (as defined in that certain Participant’s Employment Agreement between with the Company and the ParticipantCompany), dated September 13, 2013, as may be amended from time to time (the “Employment Agreement”)); or (iiiB) the Participant’s no Date of Termination of Service by the Company other than for Cause (as defined in the Employment Agreement)Participant has yet occurred. (b) Further notwithstanding the foregoing provisions of this Section 3, upon the Participant’s Termination of Service due to the Participant’s death or Disability (as defined in the Employment Agreement), the Option shall become exercisable immediately with respect to those Installments that would have vested in the 12-month period immediately following such Termination of Service had the Participant not incurred the Termination of Service. (c) The Option may be exercised on or after the Participant’s Termination of Service only as to that portion of the Covered Shares for which it was exercisable immediately prior to the Participant’s Termination of Service, or became exercisable on the date of the Participant’s Termination of Service.