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 Except as provided in paragraphs (c) below, this option may not be exercised by Optionee except Employee until the expiration of one (1) year from the date of this Agreement and shall become exercisable on the first anniversary of the date hereof with respect to 25% of the shares subject to this option (as set forth herein, in paragraph 1 above) and with respect to an additional cumulative 25% of the Option shares subject to this option on the anniversary of the date hereof in of each year thereafter until the fourth anniversary of the date hereof when this option shall be exercisable in full. This option shall terminate in all events terminate ten seven (107) years from after the date hereof (the “Termination Date”)of this Agreement. (b) The Option 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.; provided, however, that if, in the reasonable judgment of the Compensation Committee of the Company, the transfer of this Option to a Family Member (as such term is defined in the General Instructions to Form S-8 (or successor to such Instructions or such Form) contained in the Securities Act of 1933, as amended), or the subsequent exercise of the Option by the Family Member rather than the Employee, would not result in any adverse tax or accounting consequences to the Company, and subject to such requirements as the Company may reasonably impose, including, but not limited, to the requirement that the Family Member acknowledge in writing that the Family Member accepts the same subject to all of the terms and conditions of this Agreement, Employee may, upon notice to the Compensation Committee, so transfer this Option, or any part thereof, to a Family Member, provided further that the Employee may not receive any consideration for such transfer, and the Family Member may not make any subsequent transfers other than by will or by the laws of descent.. (c) Subject Notwithstanding the installment exercise provision set forth in paragraph (a) above and subject to the Optionee’s continued employment with Company or any of its subsidiariesother terms and conditions set forth herein (including subsection 2(d)), the Option shall vest and this option may be exercised by Optionee in cumulative installments as follows, which cannot exceed to 100% of the Shares subject to the Option: On or after each shares of Common Stock 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 Company for which this option was granted on 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 date of a “Change of Control” as hereinafter defined. For purposes hereof, 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 followingmean: 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 [.] 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 Except as provided in paragraphs (c) below, this option may not be exercised by Optionee except Employee until the expiration of one (1) year from the date of this Agreement and shall become exercisable on the first anniversary of the date hereof with respect to 25% of the shares subject to this option (as set forth herein, in paragraph 1 above) and with respect to an additional cumulative 25% of the Option shares subject to this option on the anniversary of the date hereof in of each year thereafter until the fourth anniversary of the date hereof when this option shall be exercisable in full. This option shall terminate in all events terminate ten seven (107) years from after the date hereof (the “Termination Date”)of this Agreement. (b) The Option 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. (c) Subject Notwithstanding the installment exercise provision set forth in paragraph (a) above and 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 this option may be exercised by Optionee in cumulative installments as follows, which cannot exceed to 100% of the Shares subject to the Option: On or after each shares of Common Stock 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 Company for which this option was granted on the Option becomes exercisable date of a “Change of Control” as hereinafter defined. For purposes hereof, a “Change in Control” shall be rounded down mean: (i) the public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to the nearest whole Share. Except as otherwise described in Section 3(c13(d) of this Agreement, during the lifetime of Optionee, Exchange Act) by the Option shall be exercisable only by Optionee. The vesting Company or any “person” (as such term is used in Sections 13(d) and 14(d) of the Option is subject to acceleration Exchange Act) that such person has become the “beneficial owner” (as defined in Rule 13d-3 promulgated under the circumstances described Exchange Act), directly or indirectly, of securities of the Company representing 51% or more of the combined voting power of the Company’s then outstanding securities. (ii) the commencement of or public announcement of an intention to make a tender or exchange offer for 51% or more of the then outstanding shares of Common Stock of the Company. (iii) the majority of the Board of Directors determine in Sections 2(d) their sole and 3(c)absolute discretion that there has been a change in control of the Company. (d) The Company Notwithstanding any other provision set forth herein, this option shall have not be exercisable for the discretion to determine first time by Employee except in accordance with the treatment requirements of subsection (b)(7) of Section 422 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)Code. (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 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.