Common use of Duration and Exercisability Clause in Contracts

Duration and Exercisability. The Option is subject to the following terms and conditions: (a) The Option may not be exercised by Optionee except as set forth herein, and the Option shall in all events terminate ten (10) years from the date hereof (the “Termination Date”). (b) The Option shall not be assignable or transferable by Optionee, other than by will or the laws of descent and distribution. (c) Subject to the Optionee’s continued employment with Company or any of its subsidiaries, the Option shall vest and may be exercised by Optionee in cumulative installments as follows, which cannot exceed 100% of the Shares subject to the Option: On or after each of the following dates Percentage of Shares as to which the Option is exercisable If the foregoing schedule would produce fractional Shares, the number of Shares for which the Option becomes exercisable shall be rounded down to the nearest whole Share. Except as otherwise described in Section 3(c) of this Agreement, during the lifetime of Optionee, the Option shall be exercisable only by Optionee. The vesting of the Option is subject to acceleration under the circumstances described in Sections 2(d) and 3(c). (d) The Company shall have the discretion to determine the treatment of the Option upon the occurrence of a Change in Control. Notwithstanding the foregoing and the provisions of subparagraph 2(c) above, if a Change in Control occurs, the Option shall automatically accelerate and become fully exercisable in the event that within twelve months following the Change in Control the employee is terminated without Substantial Cause or leaves the Company for Good Reason. Good Reason, except as otherwise provided in the Employment Agreement, shall mean the occurrence of any one or more of the following: I. the assignment to Optionee of any duties inconsistent in any respect with his/her position (including status, offices, titles, and reporting requirements), authorities, duties, or other responsibilities as in effect immediately prior to the Change in Control of the Company or any other action of the Company which results in a diminishment in such position, authority, duties, or responsibilities, other than an insubstantial and inadvertent action which is remedied by the Company promptly after receipt of notice thereof given by Optionee; II. a reduction by the Company in Optionee's base salary as in effect on the date hereof and as the same shall be increased from time to time hereafter; or III. the failure by the Company to (A) continue in effect any material compensation or benefit plan, program, policy or practice in which Optionee was participating at the time of the Change in Control of the Company or (B) provide Optionee with compensation and benefits at least equal (in terms of benefit levels and/or reward opportunities) to those provided for under each employee benefit plan, program, policy and practice as in effect immediately prior to the Change in Control of the Company (or as in effect following the Change in Control of the Company, if greater). (e) Optionee shall not have any rights as a stockholder with respect to the shares subject to the Option until the date of exercise.

Duration and Exercisability. The Option is subject to the following terms and conditions: (a) The Option may not be exercised by Optionee except as Subject to the terms and conditions set forth herein, and this Option shall vest in cumulative installments as follows: Cumulative percentage On or after each of of Common Shares in the following dates which Option vests <<Issue Date + 1 year>> 20 % <<Issue Date + 2 years>> 20 % <<Issue Date + 3 years>> 20 % <<Issue Date + 4 years>> 20 % <<Issue Date + 5 years>> 20 % Notwithstanding the foregoing vesting schedule, no portion of the Option shall in all events terminate ten (10) years from be exercisable unless and until the date hereof Company achieves its long term goal (the “Termination DateLong Term Goal”), as provided in Section 2(f) hereof. (b) The During the lifetime of Employee, the Option shall be exercisable only by Employee and shall not be assignable or transferable by OptioneeEmployee, other than by will or the laws of descent and distribution. Without limiting the generality of the foregoing, this Option may not be sold, assigned, transferred or otherwise disposed of, or pledged or hypothecated in any manner (whether by operation of law or otherwise), and shall not be subject to execution, attachment or other process. Any assignment, transfer, pledge, hypothecation or other disposition of this Option or any attempt to make any such levy of execution, attachment or other process will cause this Option to terminate immediately, unless the Board of Directors (or the Compensation Committee), in its/their sole discretion, specifically waive(s) applicability of this provision. (c) Subject Notwithstanding anything to the Optionee’s continued employment with Company or any of its subsidiariescontrary contained herein, the Option shall vest will terminate and may be exercised by Optionee in cumulative installments lost forever as follows, which cannot exceed 100% of ten (10) years after the Shares subject to the Option: On or after each date of the following dates Percentage of Shares as to which the Option is exercisable If the foregoing schedule would produce fractional Shares, the number of Shares for which the Option becomes exercisable shall be rounded down to the nearest whole Share. Except as otherwise described in Section 3(c) of this Agreement, during the lifetime of Optionee, the Option shall be exercisable only by Optionee. The vesting of the Option is subject to acceleration under the circumstances described in Sections 2(d) and 3(c)grant. (d) It is intended that this Option will qualify as an ISO pursuant to the Code. The Company shall have assumes no responsibility for individual income taxes, penalties or interest related to grant, exercise or subsequent disposition of stock pursuant to the discretion to determine the treatment of the Option upon the occurrence of a Change in ControlOption. Notwithstanding the foregoing and the provisions of subparagraph 2(c) above, if a Change in Control occursAdditionally, the Option shall automatically accelerate and become fully exercisable Company assumes no responsibility in the event that within twelve months following this Option, or the Change tax treatment related thereto, is ultimately other than the tax treatment currently afforded for ISOs, whether such differing treatment is the result of changes in Control the employee tax laws, a disqualifying disposition by Employee, or for any other reason. Employee should consult with employee’s personal tax advisor regarding the tax ramifications, if any, which result from receipt or exercise of this Option, and subsequent disposition of Common Shares. If in the Company’s sole discretion it is terminated without Substantial Cause necessary or leaves appropriate to collect federal, state or local taxes in connection with the exercise *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. of any portion of this Option, the Company for Good Reason. Good Reason, except as otherwise provided in the Employment Agreement, shall mean the occurrence of any one or more of the following: I. the assignment to Optionee of any duties inconsistent in any respect with his/her position (including status, offices, titles, and reporting requirements), authorities, duties, or other responsibilities as in effect immediately prior to the Change in Control of the Company or any other action of the Company which results in a diminishment in such position, authority, duties, or responsibilities, other than an insubstantial and inadvertent action which is remedied by the Company promptly after receipt of notice thereof given by Optionee; II. a reduction by the Company in Optionee's base salary as in effect on the date hereof and as the same shall be increased from time entitled to time hereafter; or III. require the failure by the Company payment of such amounts as a condition to (A) continue in effect any material compensation or benefit plan, program, policy or practice in which Optionee was participating at the time of the Change in Control of the Company or (B) provide Optionee with compensation and benefits at least equal (in terms of benefit levels and/or reward opportunities) to those provided for under each employee benefit plan, program, policy and practice as in effect immediately prior to the Change in Control of the Company (or as in effect following the Change in Control of the Company, if greater)exercise. (e) Optionee shall not have In considering the exercise of this Option, Employee should use the same independent investment judgment that Employee would use in making other investments in corporate securities. Among other things, stock prices will fluctuate over any rights reasonable period of time and the price of the Common Shares may go down as a stockholder with respect well as up. No guaranties are made as to the shares subject future prospects of the Company or the Common Shares, or that any market for sale of the Common Shares will develop in the future. No representations are made by the Company except as contained in any active registration statement at the time of exercise of the Option, on file with the United States Securities and Exchange Commission relating to the Option until the date of exercise.Plan. ***

Duration and Exercisability. The Option is subject to the following terms and conditions: (a) The Option may not be exercised by Optionee except as set forth herein, and the Option shall in all events terminate ten (10) years from the Effective Date, unless it is terminated at an earlier date hereof (pursuant to the “Termination Date”). (b) The Option shall not be assignable or transferable by Optionee, other than by will provisions of this Agreement or the laws of descent and distribution. (c) Plan. Subject to the Optionee’s continued employment with Company or any of its subsidiariesother terms and conditions set forth herein, the Option shall vest and may be exercised by Optionee in cumulative installments as follows, which cannot exceed 100% of the Shares subject to the Option: On or after each of the following dates Percentage of Shares as to which the Option is exercisable [.] If the foregoing schedule would produce fractional Shares, the number of Shares for which the Option becomes exercisable shall be rounded down to the nearest whole Share. Except as otherwise described in Section 3(c) of this Agreement, during the lifetime of Optionee, the Option shall be exercisable only by Optionee. The vesting of the Option is subject to acceleration under the circumstances described in Sections 2(d) 2(b), 3 and 3(c)4. (db) The Company shall have the discretion to determine the treatment of the Option upon the occurrence of a Change in Control. Notwithstanding the foregoing and the provisions of subparagraph 2(c2(a) above, if a Change in of Control occurs, the Option shall automatically accelerate and become fully exercisable in the event that within twelve months following the Change in Control change of control the employee is terminated without Substantial Cause or leaves the Company for Good Reason. Good Reason, except as otherwise provided in the Employment Agreement, Reason shall mean the occurrence of any one or more of the following: I. the assignment to Optionee of any duties inconsistent in any respect with his/her position (including status, offices, titles, and reporting requirements), authorities, duties, or other responsibilities as in effect immediately prior to the Change in Control of the Company or any other action of the Company which results in a diminishment in such position, authority, duties, or responsibilities, other than an insubstantial and inadvertent action which is remedied by the Company promptly after receipt of notice thereof given by Optionee; ; II. a reduction by the Company in Optionee's base salary as in effect on the date hereof and as the same shall be increased from time to time hereafter; or III. the failure by the Company to (A) continue in effect any material compensation or benefit plan, program, policy or practice in which Optionee was participating at the time of the Change in Control of the Company or (B) provide Optionee with compensation and benefits at least equal (in terms of benefit levels and/or reward opportunities) to those provided for under each employee benefit plan, program, policy and practice as in effect immediately prior to the Change in Control of the Company (or as in effect following the Change in Control of the Company, if greater). (e) Optionee shall not have any rights as a stockholder with respect to the shares subject to the Option until the date of exercise.

Duration and Exercisability. The Option is subject to the following terms and conditions: (a) The Option may not be exercised by Optionee except as set forth herein, and the Option shall in all events terminate ten (10) years from the date hereof (the “Termination Date”). (b) The Option shall not be assignable exercisable on the date of grant. The Option shall become fully vested and exercisable in its entirety on the seventh (7th) anniversary of the Grant Date. The Option shall terminate, if not otherwise terminated, on the tenth anniversary of the date of grant. (b) Notwithstanding the foregoing, in the event that (i) the Company completes an underwritten initial public offering of its common stock pursuant to an effective registration statement filed with the Securities and Exchange Commission in accordance with the Securities Act of 1933, as amended (an “IPO”) or transferable (ii) becomes subject, pursuant to an effective registration under Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) to the reporting requirements of Section 13 or 15(d) of the Exchange Act, then this Option shall be exercisable, but only to the extent vested in accordance with the schedule contained in Section 2(c), on the date (the “Exercisability Date”) that is (A) in the case of an IPO, 180 days following the consummation of such IPO or (B) in the case of an Exchange Act registration, upon the effective date of such registration, and shall thereafter become further exercisable to the extent vested in accordance with Section 2(c). In the event of a change of control, this option shall become exercisable with respect to all of the shares subject to this option, regardless of the degree of vesting in accordance with Section 2(c). For such purposes, a “change of control” shall mean any of the following: (i) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, consolidation or other reorganization are owned by Optioneepersons who were not stockholders of the Company immediately prior to such merger, consolidation or other than reorganization, (ii) a public announcement that any person has acquired beneficial ownership of 51% or more of the then outstanding shares of common stock of the Company and, for this purpose, the terms “person” and “beneficial ownership” shall have the meanings provided in Section 13(d) of the Securities Exchange Act of 1934, as amended, or related rules promulgated by will the Securities and Exchange Commission, (iii) the commencement of or public announcement of an intention to make a tender or exchange offer for 51% or more of the laws then outstanding shares of descent and distributionthe common stock of the Company, or (iv) a sale of all or substantially all of the assets of the Company. (c) Subject to the Optionee’s continued employment with Company or any of its subsidiaries, the Option shall vest and may be exercised by Optionee in cumulative installments as follows, which cannot exceed 100% of the Shares subject to the Option: On or after each of the following dates Percentage of Shares as to which the Option is exercisable If the foregoing schedule would produce fractional Shares, the number of Shares for which the Option becomes exercisable shall be rounded down to the nearest whole Share. Except as otherwise described in Section 3(c) of this Agreement, during the lifetime of Optionee, the The Option shall be exercisable only by Optionee. The vesting vested for purposes of acceleration of exercisability in accordance with section 2(b) in accordance with the following schedule: On the Date of Grant 1/3 of the Option is subject to acceleration under 1st Anniversary of the circumstances described in Sections 2(d) and 3(c). (d) The Company shall have the discretion to determine the treatment Grant Date 1/3 of the Option upon the occurrence of a Change in Control. Notwithstanding the foregoing and the provisions of subparagraph 2(c) above, if a Change in Control occurs, the Option shall automatically accelerate and become fully exercisable in the event that within twelve months following the Change in Control the employee is terminated without Substantial Cause or leaves the Company for Good Reason. Good Reason, except as otherwise provided in the Employment Agreement, shall mean the occurrence of any one or more 2nd Anniversary of the following: I. the assignment to Optionee of any duties inconsistent in any respect with his/her position (including status, offices, titles, and reporting requirements), authorities, duties, or other responsibilities as in effect immediately prior to the Change in Control Grant Date 1/3 of the Company or any other action of the Company which results in a diminishment in such position, authority, duties, or responsibilities, other than an insubstantial and inadvertent action which is remedied by the Company promptly after receipt of notice thereof given by Optionee; II. a reduction by the Company in Optionee's base salary as in effect on the date hereof and as the same shall be increased from time to time hereafter; or III. the failure by the Company to (A) continue in effect any material compensation or benefit plan, program, policy or practice in which Optionee was participating at the time of the Change in Control of the Company or (B) provide Optionee with compensation and benefits at least equal (in terms of benefit levels and/or reward opportunities) to those provided for under each employee benefit plan, program, policy and practice as in effect immediately prior to the Change in Control of the Company (or as in effect following the Change in Control of the Company, if greater). (e) Optionee shall not have any rights as a stockholder with respect to the shares subject to the Option until the date of exercise.Option

Duration and Exercisability. The Option is subject to the following terms and conditions: (a) The Option may not be exercised by Optionee except as set forth herein, and the Option shall in all events terminate ten (10) years from the date hereof (the “Termination Date”). (b) The Option shall not be assignable or transferable by Optionee, other than by will or the laws of descent and distribution. (c) Subject to the Optionee’s continued employment with Company or any of its subsidiaries, the Option shall vest and may be exercised by Optionee in cumulative installments as follows, which cannot exceed 100% of the Shares subject to the Option: On or after each of the following dates Percentage of Shares as to which the Option is exercisable July 17, 2018 25.0% January 17, 2019 12.5% July 17, 2019 12.5% January 17, 2020 12.5% July 17, 2020 12.5% January 17, 2021 12.5% July 17, 2021 12.5% If the foregoing schedule would produce fractional Shares, the number of Shares for which the Option becomes exercisable shall be rounded down to the nearest whole Share. Except as otherwise described in Section 3(c) of this Agreement, during the lifetime of Optionee, the Option shall be exercisable only by Optionee. The vesting of the Option is subject to acceleration under the circumstances described in Sections 2(d) and 3(c). (d) The Company shall have the discretion to determine the treatment of the Option upon the occurrence of a Change in Control. Notwithstanding the foregoing and the provisions of subparagraph 2(c) above, if a Change in Control occurs, the Option shall automatically accelerate and become fully exercisable in the event that within twelve months following the Change in Control the employee is terminated without Substantial Cause or leaves the Company for Good Reason. Good Reason, except as otherwise provided in the Employment Agreement, shall mean the occurrence of any one or more of the following: I. the assignment to Optionee of any duties inconsistent in any respect with his/her position (including status, offices, titles, and reporting requirements), authorities, duties, or other responsibilities as in effect immediately prior to the Change in Control of the Company or any other action of the Company which results in a diminishment in such position, authority, duties, or responsibilities, other than an insubstantial and inadvertent action which is remedied by the Company promptly after receipt of notice thereof given by Optionee; II. a reduction by the Company in Optionee's base salary as in effect on the date hereof and as the same shall be increased from time to time hereafter; or III. the failure by the Company to (A) continue in effect any material compensation or benefit plan, program, policy or practice in which Optionee was participating at the time of the Change in Control of the Company or (B) provide Optionee with compensation and benefits at least equal (in terms of benefit levels and/or reward opportunities) to those provided for under each employee benefit plan, program, policy and practice as in effect immediately prior to the Change in Control of the Company (or as in effect following the Change in Control of the Company, if greater). (e) Optionee shall not have any rights as a stockholder with respect to the shares subject to the Option until the date of exercise.

Duration and Exercisability. The Option is subject to the following terms and conditions: (a) The Option may not be exercised by Optionee except as set forth herein, and the Option shall in all events terminate ten (10) years from the Effective Date, unless it is terminated at an earlier date hereof (pursuant to the “Termination Date”). (b) The Option shall not be assignable or transferable by Optionee, other than by will provisions of this Agreement or the laws of descent and distribution. (c) Plan. Subject to the Optionee’s continued employment with Company or any of its subsidiariesother terms and conditions set forth herein, the Option shall vest and may be exercised by Optionee in cumulative installments as follows, which cannot exceed 100% of the Shares subject to the Option: On or after each of the following dates Percentage of Shares as to which the Option is exercisable [.] 50.0% [.] 12.5% [.] 12.5% [.] 12.5% [.] 12.5% If the foregoing schedule would produce fractional Shares, the number of Shares for which the Option becomes exercisable shall be rounded down to the nearest whole Share. Except as otherwise described in Section 3(c) of this Agreement, during the lifetime of Optionee, the Option shall be exercisable only by Optionee. The vesting of the Option is subject to acceleration under the circumstances described in Sections 2(d) 2(b), 3 and 3(c)4. (db) The Company shall have the discretion to determine the treatment of the Option upon the occurrence of a Change in Control. Notwithstanding the foregoing and the provisions of subparagraph 2(c2(a) above, if a Change in of Control occurs, the Option shall automatically accelerate and become fully exercisable in the event that within twelve months following the Change in Control change of control the employee is terminated without Substantial Cause or leaves the Company for Good Reason. Good Reason, except as otherwise provided in the Employment Agreement, Reason shall mean the occurrence of any one or more of the following: I. the assignment to Optionee of any duties inconsistent in any respect with his/her position (including status, offices, titles, and reporting requirements), authorities, duties, or other responsibilities as in effect immediately prior to the Change in Control of the Company or any other action of the Company which results in a diminishment in such position, authority, duties, or responsibilities, other than an insubstantial and inadvertent action which is remedied by the Company promptly after receipt of notice thereof given by Optionee; ; II. a reduction by the Company in Optionee's base salary as in effect on the date hereof and as the same shall be increased from time to time hereafter; or III. the failure by the Company to (A) continue in effect any material compensation or benefit plan, program, policy or practice in which Optionee was participating at the time of the Change in Control of the Company or (B) provide Optionee with compensation and benefits at least equal (in terms of benefit levels and/or reward opportunities) to those provided for under each employee benefit plan, program, policy and practice as in effect immediately prior to the Change in Control of the Company (or as in effect following the Change in Control of the Company, if greater). (e) Optionee shall not have any rights as a stockholder with respect to the shares subject to the Option until the date of exercise.