Common use of Death of Optionee Clause in Contracts

Death of Optionee. In the event of the death of Optionee: (i) During the term of the Option while an Employee or Consultant of the Company and having been in Continuous Status as an Employee or Consultant since the date of grant of the Option, the Option may be exercised, at any time within one (1) year following the date of death (but, in the case of an Incentive Stock Option, in no event later than the date of expiration of the term of the Option as set forth in Section 11 below), by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the time of death of the Optionee. To the extent that such Employee or Consultant was not entitled to exercise the Option at the date of death, or if such Employee, Consultant, estate or other person does not exercise such Option (which such Employee, Consultant, estate or person was entitled to exercise) within the one (1) year time period specified herein, the Option shall terminate; or, (ii) During the thirty (30) day period specified in Section 7 or the one (1) year period specified in Section 8, after the termination of Optionee's Continuous Status as an Employee or Consultant, the Option may be exercised, at any time within one (1) year following the date of death (but, in the case of an Incentive Stock Option, in no event later than the date of expiration of the term of the Option as set forth in Section 11 below), by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the date of termination. To the extent that such Employee or Consultant was not entitled to exercise the Option at the date of death, or if such Employee, Consultant, estate or other person does not exercise such Option (which such Employee, Consultant, estate or person was entitled to exercise) within the one (1) year time period specified herein, the Option shall terminate.

Death of Optionee. In the event of the death of Optionee: (i) During the term of the this Option while an Employee or Consultant of the Company and having been in Continuous Status as an Employee or Consultant since the date of grant of the this Option, the this Option may be exercised, at any time within one (1) year following the date of death (but, in the case of an Incentive Stock Option, in no event later than the date of expiration of the term of the this Option as set forth in Section 11 below), by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the time of death of the Optionee. To the extent that such Employee or Consultant was not entitled to exercise the Option at the date of death, or if such Employee, Consultant, estate or other person does not exercise such Option (which such Employee, Consultant, estate or person was entitled to exercise) within the one (1) year time period specified herein, the Option shall terminate; or, (ii) During the thirty (30) day period specified in Section 7 or the one (1) year period specified in Section 8, after the termination of Optionee's Continuous Status as an Employee or Consultant, the this Option may be exercised, at any time within one (1) year following the date of death (but, in the case of an Incentive Stock Option, in no event later than the date of expiration of the term of the this Option as set forth in Section 11 below), by Optionee's estate or by a person who acquired the right to exercise the this Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the date of termination. To the extent that such Employee or Consultant was not entitled to exercise the this Option at the date of death, or if such Employee, Consultant, estate or other person does not exercise such Option (which such Employee, Consultant, estate or person was entitled to exercise) within the one (1) year time period specified herein, the this Option shall terminate.

Death of Optionee. In the event of the death of Optionee: (i) During during the term of the this Option while an Employee or Consultant of the Company and having been in Continuous Status as an Employee or Consultant since the date of grant of the this Option, the this Option may be exercised, at any time within one (1) year following the date of death (but, in the case of an Incentive Stock Option, in no event later than the date of expiration of the term of the this Option as set forth in Section 11 below), by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the time of death of the Optionee. To the extent that such Employee or Consultant was not entitled to exercise the Option at the date of death, or if such Employee, Consultant, estate or other person does not exercise such Option (which such Employee, Consultant, estate or person was entitled to exercise) within the one (1) year time period specified herein, the Option shall terminate; or, (ii) During during the thirty (30) day period specified in Section 7 or the one (1) year period specified in Section 8, after the termination of Optionee's Continuous Status as an Employee or Consultant, the this Option may be exercised, at any time within one (1) year following the date of death (but, in the case of an Incentive Stock Option, in no event later than the date of expiration of the term of the this Option as set forth in Section 11 below), by Optionee's estate or by a person who acquired the right to exercise the this Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the date of termination. To the extent that such Employee or Consultant was not entitled to exercise the this Option at the date of death, or if such Employee, Consultant, estate or other person does not exercise such Option (which such Employee, Consultant, estate or person was entitled to exercise) within the one (1) year time period specified herein, the this Option shall terminate.

Death of Optionee. In If the event Optionee shall die prior to the exercise of the death of OptioneeOption, then: (i) During if the term Optionee dies while employed by an Employer (as defined in the Plan), then the Option (subject to subsection (h) below) may be exercised by the legatee(s) or personal representative of the Option while an Employee or Consultant of the Company and having been in Continuous Status as an Employee or Consultant since the date of grant of the Option, the Option may be exercised, Optionee at any time within one year after the Optionee’s death; (1ii) year following if the date of death Optionee’s employment with the Employer was terminated due to a Disability (but, as defined in the case Plan) and the Optionee dies within one year after termination of an Incentive Stock Optionemployment, in no event later than then the date of expiration Option (subject to subsection (h) below) may be exercised by the legatee(s) or personal representative of the term Optionee any time during the remainder of the Option as set forth in Section 11 below), by Optionee's estate or by a person who acquired period during which the right Optionee would have been able to exercise the Option by bequest pursuant to subsection (c) below had the Optionee not died; (iii) if the Optionee retires pursuant to any retirement plan of the Employer or inheritancein the absence of any such plan, but only pursuant to the extent Committee’s discretionary determination that such termination of employment shall be treated as retirement for purposes of the right Plan and this Option Agreement, and the Optionee dies during the period after retirement when the Option was still exercisable by the Optionee, then the Option (subject to exercise that had accrued at subsection (h) below) may be exercised by the time of death legatee(s) or personal representative of the Optionee. To Optionee at any time during the extent that such Employee or Consultant was not entitled remainder of the period during which the Optionee would have been able to exercise the Option at pursuant to subsection (d) below had the date Optionee not died; and (iv) if the Optionee dies within three months after termination of deathemployment by the Employer without Cause, or if such Employeeas determined pursuant to Subsection 3(f), Consultant, estate or other person does not exercise such Option (which such Employee, Consultant, estate or person was entitled to exercise) within the one (1) year time period specified herein, the Option shall terminate; or, and clauses (ii) During the thirty and (30iii) day period specified in Section 7 or the one (1) year period specified in Section 8above are not applicable, after the termination of Optionee's Continuous Status as an Employee or Consultant, then the Option (subject to subsection (h) below) may be exercised, exercised by the legatee(s) or personal representative of the Optionee at any time within one (1) year following after the date of death (but, in the case of an Incentive Stock Option, in no event later than the date of expiration of the term of the Option as set forth in Section 11 below), by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the date of termination. To the extent that such Employee or Consultant was not entitled to exercise the Option at the date of ’s death, or if such Employee, Consultant, estate or other person does not exercise such Option (which such Employee, Consultant, estate or person was entitled to exercise) within the one (1) year time period specified herein, the Option shall terminate.

Death of Optionee. In the event of the death of Optionee: (i) During the term of the Option while an Employee or Consultant of the Company and having been in Continuous Status as an Employee or Consultant since the date of grant of the Option, the Option may be exercised, at any time within one (1) year following the date of death (but, in the case of an Incentive Stock Option, in no event later than the date of expiration of the term of the Option as set forth in Section 11 below), by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the time of death of the Optionee. To the extent that such Employee or Consultant was not entitled to exercise the Option at the date of death, or if such Employee, Consultant, estate or other person per -son does not exercise such Option (which such Employee, ConsultantCon- sultant, estate or person was entitled to exercise) within the one (1) year time period specified herein, the Option shall terminate; or, (ii) During the thirty (30) day period specified in Section 7 or the one (1) year period specified in Section 8, after the termination of Optionee's Continuous Status as an Employee or Consultant, the Option may be exercised, at any time within one (1) year following the date of death (but, in the case of an Incentive Stock Option, in no event later than the date of expiration of the term of the Option as set forth in Section 11 below), by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued accru -ed at the date of termination. To the extent that such Employee Employ -ee or Consultant was not entitled to exercise the Option at the date of death, or if such Employee, Consultant, estate or other person does not exercise such Option (which such EmployeeEmploy- ee, Consultant, estate or person was entitled to exercise) within the one (1) year time period specified herein, the Option shall terminate.

Death of Optionee. In If an Optionee dies while an Eligible Individual, this Option may be exercised within twenty-four (24) months following the Optionee’s termination by the Optionee’s estate or by a person who acquires the right to exercise this Option by bequest or inheritance (but in no event later than the expiration of the death term of Optionee: such Option as set forth in this Agreement) and such Option shall be exercisable during such period for the number of Shares subject to this Option with respect to which the right to exercise was (i) During the term already accrued as of the Option while Optionee’s termination and (ii) would have accrued had the Optionee remained an Employee Eligible Individual continuously for thirty-six (36) months (or Consultant such lesser period of time as is determined by the Company and having been in Continuous Status as an Employee or Consultant since Board) after the date of grant Optionee’s termination. If, at the time of death, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of this Option (determined after taking into account the accelerated exercisability provided for in this Section 5(iii)) shall immediately cease to be issuable under this Option. The Option may be exercised by the executor or administrator of the OptionOptionee’s estate or, if none, by the person(s) entitled to exercise this Option under the Optionee’s will or the laws of descent or distribution. If, and to the extent, this Option is not so exercised within the time specified herein, this Option shall terminate. If an Optionee dies within three (3) months after he or she experiences a Termination of Service (other than as a result of the Optionee’s disability), the Option may be exercised, at any time exercised within one six (16) year months following the date of death (but, in the case of an Incentive Stock Option, but in no event later than the date of expiration of the term of the such Option as set forth in Section 11 belowthis Agreement), by the Optionee's ’s estate or by a person who acquired acquires the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that such Option had accrued at the time as of death of the Optionee. To the extent that such Employee or Consultant was not entitled to exercise the Option at the date of death, or if such Employee, Consultant, estate or other person does not exercise such Option (which such Employee, Consultant, estate or person was entitled to exercise) within the one (1) year time period specified herein, the Option shall terminate; or, (ii) During the thirty (30) day period specified in Section 7 or the one (1) year period specified in Section 8, after the termination of Optionee's Continuous Status as an Employee or Consultant, the Option may be exercised, at any time within one (1) year following the date of death (but, in the case of an Incentive Stock Option, in no event later than the date of expiration of the term of the Option as set forth in Section 11 below), by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the date of termination. To the extent that such Employee or Consultant was not entitled to exercise the Option at the date of death, or if such Employee, Consultant, estate or other person does not exercise such Option (which such Employee, Consultant, estate or person was entitled to exercise) within the one (1) year time period specified herein, the Option shall terminate.

Death of Optionee. In the event of the death of OptioneeIf an Optionee should die: (ia) During while in the term employ of the Option while an Employee or Consultant of the Company and having been in Continuous Status as an Employee or Consultant since the date of grant of the OptionCompany, the Option may be exercisedtheretofore granted shall, at any time within one (1) year following if the date of death (but, in the case of an Incentive Stock Option, in no event later than the date of expiration of the term of the Option as set forth in Section 11 below), by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the time of death of the Optionee. To the extent that such Employee or Consultant Optionee was not entitled to exercise the Option at the date of death, or if such Employee, Consultant, be exercisable by the estate or other person does not exercise such Option (which such Employee, Consultant, estate or person was entitled to exercise) within the one (1) year time period specified herein, the Option shall terminate; or, (ii) During the thirty (30) day period specified in Section 7 or the one (1) year period specified in Section 8, after the termination of Optionee's Continuous Status as an Employee or Consultant, the Option may be exercised, at any time within one (1) year following the date of death (but, in the case of an Incentive Stock Option, in no event later than the date of expiration of the term of the Option as set forth in Section 11 below)Optionee, by Optionee's estate or by a person who acquired the right to exercise the such Option by bequest or inheritanceinheritance or by reason of the death of the Optionee, without, however, giving effect to the limitations, if any, which may have been imposed by the Committee pursuant to Section 5.3(b) with respect to the percent of the total number of shares to which the Option relates which may be purchased from time to time during the Option Period; provided, however, that such Option shall be exercisable until the later of (i) the three-year period after termination of employment, or (ii) the period after termination of employment which is equal to the number of full months that the Option has been outstanding prior to such termination, but only to in no event after the extent expiration of the Option Period; (b) within the three-month period after the date of the termination of employment before age 55, the Option theretofore granted shall be exercisable by the estate of the Optionee, or by a person who acquired the right to exercise that had accrued at such Option by bequest or inheritance or by reason of the date death of termination. To the Optionee, but then only if and to the extent that such Employee or Consultant the Optionee was not entitled to exercise the Option at the date of death, giving effect to the limitations, if any, which may have been imposed by the Committee pursuant to Section 5.3(b) with respect to the percent of the total number of shares to which the Option relates which may be purchased from time to time during the Option Period and have not been removed pursuant to Section 5.3(a); provided, however, that such Option shall be exercisable only within the twelve-month period next succeeding the death of the Optionee and in no event after the expiration of the Option Period; or (c) after the date of the termination of employment on or after age 55, the Option theretofore granted shall, if such Employeethe Optionee was entitled to exercise the Option at the date of death, Consultantbe exercisable by the estate of the Optionee, estate or other by a person does not who acquired the right to exercise such Option (by bequest or inheritance or by reason of the death of the Optionee, without, however, giving effect to the limitations, if any, which such Employee, Consultant, estate or person was entitled may have been imposed by the Committee pursuant to exerciseSection 5.3(b) within with respect to the one (1) year time period specified herein, percent of the total number of shares to which the Option relates which may be purchased from time to time during the Option Period; provided, however, that such Option shall terminatebe exercisable until the latest of (i) the three-year period after termination of employment, (ii) the period after termination of employment which is equal to the number of full months that the Option has been outstanding prior to such termination, or (iii) the twelve-month period after the death of the Optionee provided such death occurs before the later of (i) or (ii), but in no event after the expiration of the Option Period.

Death of Optionee. In If Optionee’s employment terminates as a result of Optionee’s death, to the event extent vested as of the death of date on which Optionee: ’s employment so terminates (itaking into consideration any vesting that may occur in connection with such termination) During the term of the Option while an Employee or Consultant shall remain exercisable for a period of the Company and having been in Continuous Status as an Employee or Consultant since the six months from such date of grant of the Option, the Option may be exercised, at any time within one termination (1) year following the date of death (but, in the case of an Incentive Stock Option, but in no event later than the date of expiration of the term of the Option as Term/Expiration Date set forth in Section 11 below), the Notice of Grant) by Optionee's ’s estate or by a person who acquired acquires the right to exercise the Option by bequest or inheritance; provided, but only that to the extent that the Option has not vested as of the right date on which Optionee’s employment so terminates but may vest and become exercisable following such termination of employment pursuant to exercise that had accrued at the time of death clause (i) of the Optionee. To Vesting Schedule set forth in the extent that such Employee Notice of Grant if a Liquidity Event occurs or Consultant was not entitled pursuant to exercise clause (ii) of the Option at Vesting Schedule set forth in the date Notice of death, Grant if an IPO occurs or if such Employee, Consultant, estate or other person does not exercise such Option (which such Employee, Consultant, estate or person was entitled to exercise) within the one (1) year time period specified hereinhas occurred, the Option shall terminate; or, remain exercisable (ii) During the thirty (30) day period specified in Section 7 or the one (1) year period specified in Section 8, after the termination of Optionee's Continuous Status as an Employee or Consultant, the Option may be exercised, at including with respect to any time within one (1) year following the date of death (but, in the case of an Incentive Stock Option, in no event later than the date of expiration of the term portion of the Option as set forth in Section 11 below), that may vest and become exercisable following such termination of employment) by Optionee's ’s estate (or by a person who acquired acquires the right to exercise the Option by bequest or inheritance, but only ) through and including the date that is the earlier to occur of (y) the extent six month anniversary of the right to exercise date that had accrued at the Option vests and (z) the thirteen-month anniversary of such date of terminationtermination (but in no event later than the Term/Expiration Date set forth in the Notice of Grant). To the extent that such Employee or Consultant was not entitled to exercise the Option at the date of death, has not vested or if such Employeethe Option is not exercised by a permitted transferee following a termination of employment described in this Section 10, Consultantin either case, estate or other person does not exercise such Option (which such Employee, Consultant, estate or person was entitled to exercise) within the one (1) year time period timeframe specified hereinin this Section 10, the Option shall terminate. Except as expressly modified by the terms of this First Amendment to the Option Agreement, the terms and conditions of the Option Agreement shall remain in full force and effect.

Death of Optionee. In the event of the death of Optionee: (i) During the term of the Option while an Employee or Consultant Director of the Company and having been in Continuous Status as an Employee or Consultant Director since the date of grant of the Option, the Option may be exercised, at any time within one (1) year following the date of death (but, in the case of an Incentive Stock Option, in no event later than the date of expiration of the term of the Option as set forth in Section 11 below), by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the time of death of the Optionee. To the extent that such Employee or Consultant Director was not entitled to exercise the Option at the date of death, or if such EmployeeDirector, Consultant, estate or other person does not exercise such Option (which such EmployeeDirector, Consultant, estate or person was entitled to exercise) within the one (1) year time period specified herein, the Option shall terminate; or, (ii) During the thirty sixty (3060) day period specified in Section 7 or the one (1) year period specified in Section 8, after the termination of Optionee's Continuous Status as an Employee or ConsultantDirector, the Option may be exercised, at any time within one (1) year following the date of death (but, in the case of an Incentive Stock Option, in no event later than the date of expiration of the term of the Option as set forth in Section 11 below), by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the date of termination. To the extent that such Employee or Consultant Director was not entitled to exercise the Option at the date of death, or if such EmployeeDirector, Consultant, estate or other person does not exercise such Option (which such EmployeeDirector, Consultant, estate or person was entitled to exercise) within the one (1) year time period specified herein, the Option shall terminate.

Death of Optionee. In the event of the death of Optionee: (i) During the term of the Option while an Employee or Consultant of the Company and having been in Continuous Status as an Employee or Consultant since the date of grant of the Option, the Option may be exercised, at any time within one (1) year following the date of death (but, in the case of an Incentive Stock Option, in no event later than the date of expiration of the term of the Option as set forth in Section 11 below), by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the time of death of the Optionee. To the extent that such Employee or Consultant was not entitled to exercise the Option at the date of death, or if such Employee, Consultant, estate or other person does not exercise such Option (which such Employee, Consultant, estate or person was entitled to exercise) within the one (1) year time period specified herein, the Option shall terminate; or, (ii) During the thirty sixty (3060) day period specified in Section 7 or the one (1) year period specified in Section 8, after the termination of Optionee's Continuous Status as an Employee or Consultant, the Option may be exercised, at any time within one (1) year following the date of death (but, in the case of an Incentive Stock Option, in no event later than the date of expiration of the term of the Option as set forth in Section 11 below), by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the date of termination. To the extent that such Employee or Consultant was not entitled to exercise the Option at the date of death, or if such Employee, Consultant, estate or other person does not exercise such Option (which such Employee, Consultant, estate or person was entitled to exercise) within the one (1) year time period specified herein, the Option shall terminate.

Death of Optionee. In the event of the death of Optionee: (i) During the term of the Option If an Optionee dies while an Employee or Consultant of the Company and having been in Continuous Status as an Employee or Consultant since the date of grant of the Optiona Service Provider, the Option may be exercisedexercised within twenty-four (24) months following the Optionee’s termination by the Optionee’s estate or by a person who acquires the right to exercise the Option by bequest or inheritance (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement) and such Option shall be exercisable during such period for the number of Shares subject to the Option with respect to which the right to exercise was (i) already accrued as of the Optionee’s termination and (ii) would have accrued had the Optionee remained a Service Provider continuously for thirty-six (36) months (or such lesser period of time as is determined by the Board) after the date of Optionee’s termination. If, at any the time of death, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option (determined after taking into account the accelerated exercisability provided for in this Section 5(iii)) shall immediately cease to be issuable under the Option. The Option may be exercised by the executor or administrator of the Optionee’s estate or, if none, by the person(s) entitled to exercise the Option under the Optionee’s will or the laws of descent or distribution. If, and to the extent, the Option is not so exercised within one the time specified herein, the Option shall terminate. If an Optionee dies within three (13) year months after termination as a Service Provider (other than as a result of the Optionee’s disability), the Option may be exercised within six (6) months following the date of death (but, in the case of an Incentive Stock Option, but in no event later than the date of expiration of the term of the such Option as set forth in Section 11 belowthe Option Agreement), by the Optionee's ’s estate or by a person who acquired acquires the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that such Option had accrued at the time as of death of the Optionee. To the extent that such Employee or Consultant was not entitled to exercise the Option at the date of death, or if such Employee, Consultant, estate or other person does not exercise such Option (which such Employee, Consultant, estate or person was entitled to exercise) within the one (1) year time period specified herein, the Option shall terminate; or, (ii) During the thirty (30) day period specified in Section 7 or the one (1) year period specified in Section 8, after the termination of Optionee's Continuous Status as an Employee or Consultant, the Option may be exercised, at any time within one (1) year following the date of death (but, in the case of an Incentive Stock Option, in no event later than the date of expiration of the term of the Option as set forth in Section 11 below), by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the date of termination. To the extent that such Employee or Consultant was not entitled to exercise the Option at the date of death, or if such Employee, Consultant, estate or other person does not exercise such Option (which such Employee, Consultant, estate or person was entitled to exercise) within the one (1) year time period specified herein, the Option shall terminate.

Death of Optionee. In If Optionee’s employment terminates as a result of Optionee’s death, to the event extent vested as of the death of date on which Optionee: ’s employment so terminates (itaking into consideration any vesting that may occur in connection with such termination) During the term of the Option while an Employee or Consultant shall remain exercisable for a period of the Company and having been in Continuous Status as an Employee or Consultant since the six months from such date of grant of the Option, the Option may be exercised, at any time within one termination (1) year following the date of death (but, in the case of an Incentive Stock Option, but in no event later than the date of expiration of the term of the Option as Term/Expiration Date set forth in Section 11 below), the Notice of Grant) by Optionee's ’s estate or by a person who acquired acquires the right to exercise the Option by bequest or inheritance; provided, but only that to the extent that the Option has not vested as of the right date on which Optionee’s employment so terminates but may vest and become exercisable following such termination of employment pursuant to exercise that had accrued at the time of death clause (i) of the Optionee. To Vesting Schedule set forth in the extent that such Employee Notice of Grant if a Liquidity Event occurs or Consultant was not entitled pursuant to exercise clause (ii) of the Option at Vesting Schedule set forth in the date Notice of death, Grant if an IPO occurs or if such Employee, Consultant, estate or other person does not exercise such Option (which such Employee, Consultant, estate or person was entitled to exercise) within the one (1) year time period specified hereinhas occurred, the Option shall terminate; or, remain exercisable (ii) During the thirty (30) day period specified in Section 7 or the one (1) year period specified in Section 8, after the termination of Optionee's Continuous Status as an Employee or Consultant, the Option may be exercised, at including with respect to any time within one (1) year following the date of death (but, in the case of an Incentive Stock Option, in no event later than the date of expiration of the term portion of the Option as set forth in Section 11 below), that may vest and become exercisable following such termination of employment) by Optionee's ’s estate (or by a person who acquired acquires the right to exercise the Option by bequest or inheritance, but only ) through and including the date that is the earlier to occur of (y) the extent six month anniversary of the right to exercise date that had accrued at the Option vests and (z) the thirteen-month anniversary of such date of terminationtermination (but in no event later than the Term/Expiration Date set forth in the Notice of Grant). To the extent that such Employee or Consultant was not entitled to exercise the Option at the date of death, has not vested or if such Employeethe Option is not exercised by a permitted transferee following a termination of employment described in this Section 10, Consultantin either case, estate or other person does not exercise such Option (which such Employee, Consultant, estate or person was entitled to exercise) within the one (1) year time period timeframe specified hereinin this Section 10, the Option shall terminate. Except as expressly modified by the terms of this Second Amendment to the Option Agreement, the terms and conditions of the Option Agreement shall remain in full force and effect.

Death of Optionee. In the event of the death of Optionee: (i) During the term of the this Option while an Employee or Consultant Consul- tant of the Company and having been in Continuous Status as an Employee or Consultant since the date of grant of the this Option, the this Option may be exercised, at any time within one (1) year following the date of death (but, in the case of an Incentive Stock Option, in no event later than the date of expiration of the term of the this Option as set forth in Section 11 below), by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the time of death of the Optionee. To the extent that such Employee or Consultant was not entitled to exercise the Option at the date of death, or if such Employee, Consultant, estate or other person does not exercise such Option (which such Employee, Consultant, estate or person was entitled to exercise) within the one (1) year time period specified herein, the Option shall terminate; or, (ii) During the thirty (30) day period specified in Section 7 or the one (1) year period specified in Section 8, after the termination of Optionee's Continuous Status as an Employee or Consultant, the this Option may be exercised, at any time within one (1) year following the date of death (but, in the case of an Incentive Stock Option, in no event later than the date of expiration of the term of the this Option as set forth in Section 11 below), by Optionee's estate or by a person who acquired the right to exercise the this Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the date of termination. To the extent that such Employee or Consultant was not entitled to exercise the this Option at the date of death, or if such Employee, Consultant, estate or other person does not exercise such Option (which such Employee, Consultant, estate or person was entitled to exercise) within the one (1) year time period specified herein, the this Option shall terminate.

Death of Optionee. In the event of the death of OptioneeIf an Optionee should die: (ia) During while in the term employ of the Option while an Employee or Consultant of the Company and having been in Continuous Status as an Employee or Consultant since the date of grant of the OptionCompany, the Option may be exercisedtheretofore granted shall, at any time within one (1) year following if the date of death (but, in the case of an Incentive Stock Option, in no event later than the date of expiration of the term of the Option as set forth in Section 11 below), by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the time of death of the Optionee. To the extent that such Employee or Consultant Optionee was not entitled to exercise the Option at the date of death, or if such Employee, Consultant, be exercisable by the estate or other person does not exercise such Option (which such Employee, Consultant, estate or person was entitled to exercise) within the one (1) year time period specified herein, the Option shall terminate; or, (ii) During the thirty (30) day period specified in Section 7 or the one (1) year period specified in Section 8, after the termination of Optionee's Continuous Status as an Employee or Consultant, the Option may be exercised, at any time within one (1) year following the date of death (but, in the case of an Incentive Stock Option, in no event later than the date of expiration of the term of the Option as set forth in Section 11 below)Optionee, by Optionee's estate or by a person who acquired the right to exercise the such Option by bequest or inheritanceinheritance or by reason of the death of the Optionee, but only without, however, giving effect to the extent limitations, if any, which may have been imposed by the Committee pursuant to Section 5.3(b) with respect to the percent of the total number of shares to which the Option relates which may be purchased from time to time during the Option Period; provided, however, that such Option shall be exercisable until the later of (i) the three-year period after termination of employment, or (ii) the period after termination of employment which is equal to the number of full months that the Option has been outstanding prior to such termination and in no event after the expiration of the Option Period; (b) within the three-month period after the date of the termination of employment before age 55, the Option theretofore granted shall be exercisable by the estate of the Optionee, or by a person who acquired the right to exercise that had accrued at such Option by bequest or inheritance or by reason of the date death of termination. To the Optionee, but then only if and to the extent that such Employee or Consultant the Optionee was not entitled to exercise the Option at the date of death, giving effect to the limitations, if any, which may have been imposed by the Committee pursuant to Section 5.3(b) with respect to the percent of the total number of shares to which the Option relates which may be purchased from time to time during the Option Period; provided, however, that such Option shall be exercisable only within the twelve-month period next succeeding the death of the Optionee and in no event after the expiration of the Option Period; or (c) after the date of the termination of employment on or after age 55, the Option theretofore granted shall, if such Employeethe Optionee was entitled to exercise the Option at the date of death, Consultantbe exercisable by the estate of the Optionee, estate or other by a person does not who acquired the right to exercise such Option (by bequest or inheritance or by reason of the death of the Optionee, without, however, giving effect to the limitations, if any, which such Employee, Consultant, estate or person was entitled may have been imposed by the Committee pursuant to exerciseSection 5.3(b) within with respect to the one (1) year time period specified herein, percent of the total number of shares to which the Option relates which may be purchased from time to time during the Option Period; provided, however, that such Option shall terminatebe exercisable until the latest of (i) the three-year period after termination of employment, (ii) the period after termination of employment which is equal to the number of full months that the Option has been outstanding prior to such termination, or (iii) the twelve-month period after the death of the Optionee provided such death occurs before the later of (i) or (ii), but in no event after the expiration of the Option Period.

Death of Optionee. In With respect to Incentive Stock Options, in the event of the death of an Optionee: (i) During who is at the term time of the Option while his death an Employee or Consultant of the Company and having who shall have been in Continuous Status as an Employee or Consultant since the date of grant of the Incentive Stock Option, the Incentive Stock Option may be exercised, at any time within one nine (19) year months following the date of death (but, in the case of an Incentive Stock Option, but in no event later than the date of expiration of the term of the such Incentive Stock Option as set forth in Section 11 belowthe Incentive Stock Option Agreement), by the Optionee's estate or by a person who acquired the right to exercise the Incentive Stock Option by bequest or inheritance, but only to the extent of the right to exercise that would have accrued had accrued at the time of death of the Optionee. To the extent that such Optionee continued living and remained in Continuous Status as an Employee or Consultant was not entitled to exercise the Option at six (6) months after the date of death, or if such Employee, Consultant, estate or other person does not exercise such Option (which such Employee, Consultant, estate or person was entitled subject to exercise) within the one (1) year time period specified herein, the Option shall terminatelimitation set forth in Section 5(b); or, (ii) During the which occurs within thirty (30) day days (or such other period specified in Section 7 or of time not exceeding three (3) months as is determined by the one (1Board, with such determination being made at the time of grant of the Incentive Stock Option) year period specified in Section 8, after the termination of Optionee's Continuous Status as an Employee or Consultant, the Incentive Stock Option may be exercised, at any time within one nine (19) year months following the date of death (but, in the case of an Incentive Stock Option, but in no event later than the date of expiration of the term of the such Incentive Stock Option as set forth in Section 11 belowthe Incentive Stock Option Agreement), by the Optionee's estate or by a person who acquired the right to exercise the Incentive Stock Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the date of termination. To the extent that such Employee or Consultant was not entitled to exercise the Option at the date of death, or if such Employee, Consultant, estate or other person does not exercise such Option (which such Employee, Consultant, estate or person was entitled to exercise) within the one (1) year time period specified herein, the Option shall terminate.

Death of Optionee. In the event of the death of Optionee:: ----------------- (i) During during the term of the this Option while an Employee or Consultant of the Company and having been in Continuous Status continuous status as an Employee or Consultant since the date of grant of the this Option, the this Option may be exercised, at any time within one (1) year following the date of death (but, in the case of an Incentive Stock Option, in no event later than the date of expiration of the term of the this Option as set forth in Section 11 below), by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the time of death of the Optionee. To the extent that such Employee or Consultant was not entitled to exercise the Option at the date of death, or if such Employee, Consultant, estate or other person does not exercise such Option (which such Employee, Consultant, estate or person was entitled to exercise) within the one (1) year time period specified herein, the Option shall terminate; or, (ii) During during the thirty (30) day period specified in Section 7 or the one (1) year period specified in Section 8, after the termination of Optionee's Continuous Status continuous status as an Employee or ConsultantEmployee, the this Option may be exercised, at any time within one (1) year following the date of death (but, in the case of an Incentive Stock Option, in no event later than the date of expiration of the term of the this Option as set forth in Section 11 below), by Optionee's estate or by a person who acquired the right to exercise the this Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the date of termination. To the extent that such Employee or Consultant was not entitled to exercise the this Option at the date of death, or if such Employee, Consultant, estate or other person does not exercise such Option (which such Employee, Consultant, estate or person was entitled to exercise) within the one (1) year time period specified herein, the this Option shall terminate.

Death of Optionee. In If an Optionee dies while an Eligible Individual, this Option may be exercised within thirty-six (36) months following the Optionee’s termination by the Optionee’s estate or by a person who acquires the right to exercise this Option by bequest or inheritance (but in no event later than the expiration of the death term of Optionee: such Option as set forth in this Agreement) and such Option shall be exercisable during such period for the number of Shares subject to this Option with respect to which the right to exercise was (i) During the term already accrued as of the Option while Optionee’s termination and (ii) would have accrued had the Optionee remained an Employee Eligible Individual continuously for thirty-six (36) months (or Consultant such lesser period of time as is determined by the Company and having been in Continuous Status as an Employee or Consultant since Board) after the date of grant Optionee’s termination. If, at the time of death, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of this Option (determined after taking into account the accelerated exercisability provided for in this Section 5(iii)) shall immediately cease to be issuable under this Option. The Option may be exercised by the executor or administrator of the OptionOptionee’s estate or, if none, by the person(s) entitled to exercise this Option under the Optionee’s will or the laws of descent or distribution. If, and to the extent, this Option is not so exercised within the time specified herein, this Option shall terminate. If an Optionee dies within three (3) months after he or she experiences a Termination of Service (other than as a result of the Optionee’s disability), the Option may be exercised, at any time exercised within one six (16) year months following the date of death (but, in the case of an Incentive Stock Option, but in no event later than the date of expiration of the term of the such Option as set forth in Section 11 belowthis Agreement), by the Optionee's ’s estate or by a person who acquired acquires the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that such Option had accrued at the time as of death of the Optionee. To the extent that such Employee or Consultant was not entitled to exercise the Option at the date of death, or if such Employee, Consultant, estate or other person does not exercise such Option (which such Employee, Consultant, estate or person was entitled to exercise) within the one (1) year time period specified herein, the Option shall terminate; or, (ii) During the thirty (30) day period specified in Section 7 or the one (1) year period specified in Section 8, after the termination of Optionee's Continuous Status as an Employee or Consultant, the Option may be exercised, at any time within one (1) year following the date of death (but, in the case of an Incentive Stock Option, in no event later than the date of expiration of the term of the Option as set forth in Section 11 below), by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the date of termination. To the extent that such Employee or Consultant was not entitled to exercise the Option at the date of death, or if such Employee, Consultant, estate or other person does not exercise such Option (which such Employee, Consultant, estate or person was entitled to exercise) within the one (1) year time period specified herein, the Option shall terminate.

Death of Optionee. In If an Optionee has Terminated Employment due to death, each Option granted to that Optionee shall be cancelled one hundred eighty (180) days after the event date of appointment of legal representative, or on the expiration date of such Option, whichever period is shorter. If an Optionee dies prior to the exercise in full of any Options, such Options may only be exercised, if at all, by a member of Optionee's Family who is a beneficiary of such Option as designated on the written beneficiary designation form as prescribed by the Board and filed by the Optionee with the Company, or, if no such designation shall have been filed, then by a member of the Optionee's Family designated under the Optionee's will. Except as otherwise provided in the Stock Option Agreement, the death of Optionee: an Optionee shall not accelerate any vesting rights provided for in the Stock Option Agreement. If an Optionee has Terminated Employment due to a Disability, this Option shall be cancelled one hundred eighty (i180) During the term of the Option while an Employee or Consultant of the Company and having been in Continuous Status as an Employee or Consultant since days following the date of grant such Termination of Employment or on the expiration of the Option, whichever period is shorter. If an Optionee has Terminated Employment due to Retirement or the Termination of Employment is involuntary on the part of the Optionee (but is not due to death or Disability or with Cause), any Option held by such Optionee shall thereupon terminate, except that such Option, to the extent then exercisable, may be exercised, at any time within exercised for the lesser of the one hundred eighty (1) year 180)-day period following the date of death (but, in such Termination of Employment or until the case of an Incentive Stock Option, in no event later than the date of expiration of the term Option Period. If the Optionee has Terminated Employment that is either (a) voluntary on the part of the Option as set forth in Section 11 below), by Optionee's estate Optionee (and is not due to Retirement) or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the time of death of the Optionee. To the extent that such Employee or Consultant was not entitled to exercise the Option at the date of death, or if such Employee, Consultant, estate or other person does not exercise such Option (which such Employee, Consultant, estate or person was entitled to exerciseb) within the one (1) year time period specified hereinwith Cause, the Option shall terminate; or, (ii) During terminate immediately. The death or Disability of an Optionee after a Termination of Employment otherwise provided for herein shall not extend the thirty (30) day period specified in time permitted to exercise an Option. If the Optionee is subject to Section 7 or 16 of the one (1) year period specified in Section 8Exchange Act at the time he incurs a Termination of Employment other than for Cause, after the termination of Optionee's Continuous Status as an Employee or Consultant, the Option may be exercised, at any time within one (1) year following period provided for in this Paragraph 4 shall be suspended or delayed during the date of death (but, period the Optionee would be subject to liability for engaging in the case of an Incentive Stock Option, in no event later than the date of expiration "short- swing" transactions under Section 16 of the term of the Option as set forth in Section 11 below), by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritanceExchange Act, but only to the extent of the right to exercise that had accrued at the date of termination. To the extent that such Employee suspension or Consultant was delay shall not entitled to exercise the Option at the date of death, or if extend such Employee, Consultant, estate or other person does not exercise such Option (which such Employee, Consultant, estate or person was entitled to exercise) within the one (1) year time period specified hereinmore than 6 months and one day, nor beyond the original Option shall terminatePeriod.