Common use of Effect of Termination of Service Clause in Contracts

Effect of Termination of Service. Except as provided herein, Recipient’s rights to exercise this Option upon Termination of Service as a director, officer, employee or consultant for any reason, to the extent the Option is not vested and exercisable under the terms of the Plan, shall be forfeited, as provided in Section 7(c) of the Plan. (a) Except as provided in Subsection (b) or (c) below, if Recipient’s Service terminates for any reason, Recipient (or his/her estate or representative, in the event of Recipient’s death during the Option term) may, during the period following the date of Recipient’s Termination of Service (“Termination Date”) and ending on the earlier of (i) ninety (90) days after such Termination Date or (ii) the Expiration Date, exercise the Option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (b) If Recipient’s Termination of Service is due to his/her death or Disability, Recipient (or his/her estate or representative, in the event of Recipient’s death during the Option Period) may, during the period following his/her Termination Date and ending on the earlier of (i) one year after such Termination Date or (ii) the Expiration Date, exercise the Option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (c) If Recipient’s Termination of Service is for Cause (as defined below) or if a Covenant Violation (as defined below) occurs, the right to exercise the Option shall terminate immediately, and the Option (including vested and unvested portions) shall be automatically cancelled upon the effective date of such termination or the date on which Cresco provides written notice to Recipient of such Covenant Violation, as applicable.

Effect of Termination of Service. Except as provided herein, Recipient’s rights to exercise this Option upon a. If your Termination of Service as a director, officer, employee or consultant occurs at any time during the option term for any reason, to the extent the Option is not vested and exercisable under the terms of the Plan, shall be forfeited, reason other than as provided in Section 7(c) of the Plan. (a) Except as provided in Subsection your Employment Agreement or Subsections (b), (c), (d) or (ce) below, then the period for exercising this option will be limited to the three-month period commencing with the date of your Termination of Service; provided that in no event will this option be exercisable at any time after the Expiration Date. During any such limited period of exercisability, this option may not be exercised for more than the number of Optioned Shares (if Recipient’s any) for which it is exercisable at the date of your Termination of Service. Upon the expiration of any such limited period of exercisability or (if earlier) upon the Expiration Date, this option will terminate and cease to be outstanding. b. If your Termination of Service terminates is due to your death at a time when the option remains outstanding, then this option will become fully exercisable on the date of death even if the option was not fully exercisable prior to death, and will remain exercisable for any reason, Recipient (or his/her estate or representative, in the event of Recipient’s death during the Option term) may, during the a twelve-month period following the date of Recipient’s Termination death; provided that in no event shall this option be exercisable at any time after the Expiration Date. Upon the expiration of Service such twelve-month period or (“Termination if earlier) upon the Expiration Date”) , this option will terminate and ending on cease to be outstanding. Upon your death, the option will be exercisable by the personal representative of your estate or by the person or persons to whom the option is transferred pursuant to Section 2 above, provided any such exercise occurs prior to the earlier of (i) ninety (90) days after such Termination Date the expiration of the twelve- month period following the date of your death or (ii) the specified Expiration Date of the option term. c. If you become permanently disabled and, by reason thereof your Termination of Service occurs at any time during the option term, then you will have a period of twelve months (commencing with the date of such Termination of Service) during which to exercise this option; provided, that in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, this option may not be exercised for more than the number of Optioned Shares (if any) for which this option is exercisable at the date of your Termination of Service. Upon the expiration of such limited period of exercisability or (if earlier) upon the Expiration Date, exercise this option will terminate and cease to be outstanding. You will be deemed to be permanently disabled if you are, by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than twelve (12) consecutive months or more, unable to perform your usual duties for the Option to Company or its Subsidiaries. d. If you retire at or after age fifty-five (55) and the extent the Option was exercisable sum of your age on the date of retirement plus years of full-time employment or consultancy with the Company exceeds seventy (70) (“Retirement”) and if by reason thereof your Termination Date andof Service occurs at any time during the option term, on the Termination Date, that portion then this option will become fully exercisable as of the Option that date of Retirement (even if the option was not fully exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, prior to Retirement) and will remain exercisable for the extent full option term until the Expiration Date as if you had not exercised, the Option shall terminate in its entirety at the end incurred a Termination of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before Service. On the Expiration Date, the option will terminate and cease to be outstanding. e. Should (bi) If Recipient’s your Termination of Service is due to his/her death occur for cause (including, but not limited to, any act of dishonesty, willful misconduct, fraud, embezzlement or Disabilitytheft, Recipient any unauthorized disclosure or use of confidential information or trade secrets or, if you have an employment or consulting agreement with the Company, termination thereunder “for cause” (or his/her estate or representativeany similar concept) as provided in such agreement), in the event of Recipient’s death during the Option Period) may, during the period following his/her Termination Date and ending on the earlier of (i) one year after such Termination Date or (ii) the Expiration Date, exercise the Option you make or attempt to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion make any unauthorized use or disclosure of confidential information or trade secrets of the Option that was not Company or its Subsidiaries, then in any such event this option will terminate and cease to be exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to immediately upon the extent not exercised, the Option shall terminate in its entirety at the end date of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (c) If Recipient’s such Termination of Service is for Cause (as defined below) or if a Covenant Violation (as defined below) occurs, the right to exercise the Option shall terminate immediately, and the Option (including vested and unvested portions) shall be automatically cancelled upon the effective date such unauthorized use or disclosure of such termination confidential or the date on which Cresco provides written notice to Recipient of such Covenant Violation, as applicablesecret information or attempt thereat.

Effect of Termination of Service. Except as provided hereinParticipant must be an employee of the Company, RecipientCryoLife International, Inc., or another eligible employer approved by the Company’s rights Compensation Committee (the “Committee”) of its Board of Directors (each, an “Eligible Employer”) on the applicable vesting date to exercise this Option upon Termination be entitled to the vesting of Service as a director, officer, the Award on such date. If Participant ceases to be an employee or consultant of an Eligible Employer for any reasonreason (excluding retirement but including, to without limitation, by reason of death or disability), then the extent portion of the Option is Award that has not vested and exercisable under the terms as of the Plan, shall be forfeited, as provided in Section 7(c) of the Plan. (a) Except as provided in Subsection (b) or (c) below, if Recipient’s Service terminates for any reason, Recipient (or his/her estate or representative, in the event of Recipient’s death during the Option term) may, during the period following the date of Recipient’s Termination termination of Service (“Termination Date”) service shall automatically be forfeited and ending on the earlier of (i) ninety (90) days after such Termination Date or (ii) the Expiration Date, exercise the Option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion cancelled as of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (b) If Recipient’s Termination of Service is due to his/her death or Disability, Recipient (or his/her estate or representative, in the event of Recipient’s death during the Option Period) may, during the period following his/her Termination Date and ending on the earlier of (i) one year after such Termination Date or (ii) the Expiration Date, exercise the Option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (c) If Recipient’s Termination of Service is for Cause (as defined below) or if a Covenant Violation (as defined below) occurs, the right to exercise the Option shall terminate immediately, and the Option (including vested and unvested portions) shall be automatically cancelled upon the effective date of such termination of service, unless the Committee waives this employment requirement or accelerates the vesting as permitted by the Plan. Effective for grants made on or after January 1, 2022, upon a Participant’s Retirement, as determined by the Committee, this Award will continue to vest and settle in accordance with the provisions of the Notice of Grant subject to an agreement between the Participant and the Company for continuation of the Participant’s non-compete agreement for the remaining vesting period of the Award (the “Non-Compete Agreement”). In consideration of continued retirement vesting, the Participant (or other holder of such Award) must, if requested by the Company, execute a release, in the form provided by the Company, releasing the Board, the Company, its Subsidiaries, and their respective equityholders, officers, directors, managers, employees, representatives, and agents from any and all claims and causes of action of any kind or character the Participant (or holder) may have, but excluding all vested benefits the Participant may have under any employee benefit plan that is subject to ERISA. Such release must be executed no later than 21 or 45 days (whichever is provided in the form of release) following the date on which Cresco provides written notice the release is provided to Recipient of such Covenant Violationthe Participant (or other holder) and must have become irrevocable to entitle the Participant (or other holder) to any payment. Whether or not a release is timely executed or becomes irrevocable, this Award will automatically be forfeited, terminate and be null and void in the event the Participant violates the Non-Compete Agreement, as applicabledetermined by the Committee in its discretion. For purposes of this Award Agreement and unless otherwise determined by the Committee, “Retirement” means a termination of employment on or after the date the Participant (a) has attained age 60, (b) performed ten years of service for the Company, and (c) has provided at least six months’ notice of retirement.

Effect of Termination of Service. Except as provided herein, Recipient’s rights to 1. The following provisions shall govern the exercise this Option upon Termination of any options held by the Optionee at the time of cessation of Service as a director, officer, employee or consultant death: (i) Any option outstanding at the time of the Optionee’s cessation of Service for any reasonreason shall remain exercisable for such period of time thereafter as shall be determined by the Plan Administrator and set forth in the documents evidencing the option, but no such option shall be exercisable after the expiration of the option term. (ii) Any option held by the Optionee at the time of death and exercisable in whole or in part at that time may be subsequently exercised by the personal representative of the Optionee’s estate or by the person or persons to whom the option is transferred pursuant to the Optionee’s will or the laws of inheritance or by the Optionee’s designated beneficiary or beneficiaries of that option. (iii) During the applicable post-Service exercise period, the option may not be exercised in the aggregate for more than the number of vested shares for which the option is exercisable on the date of the Optionee’s cessation of Service. Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be outstanding for any vested shares for which the option has not been exercised. However, the option shall, immediately upon the Optionee’s cessation of Service, terminate and cease to be outstanding to the extent the Option option is not otherwise at that time exercisable for vested and shares. 2. The Plan Administrator shall have complete discretion, exercisable under either at the terms time an option is granted or at any time while the option remains outstanding, to: (i) extend the period of time for which the option is to remain exercisable following the Optionee’s cessation of Service from the limited exercise period otherwise in effect for that option to such greater period of time as the Plan Administrator shall deem appropriate, but in no event beyond the expiration of the Planoption term, shall be forfeited, as provided in Section 7(c) of the Plan.and/or (aii) Except as provided in Subsection (b) or (c) below, if Recipient’s Service terminates for any reason, Recipient (or his/her estate or representative, in permit the event of Recipient’s death during the Option term) mayoption to be exercised, during the period following applicable post-Service exercise period, not only with respect to the date number of Recipientvested shares of Common Stock for which such option is exercisable at the time of the Optionee’s Termination cessation of Service (“Termination Date”) and ending on but also with respect to one or more additional installments in which the earlier of (i) ninety (90) days after such Termination Date or (ii) Optionee would have vested had the Expiration Date, exercise the Option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, Optionee continued in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration DateService. (b) If Recipient’s Termination of Service is due to his/her death or Disability, Recipient (or his/her estate or representative, in the event of Recipient’s death during the Option Period) may, during the period following his/her Termination Date and ending on the earlier of (i) one year after such Termination Date or (ii) the Expiration Date, exercise the Option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (c) If Recipient’s Termination of Service is for Cause (as defined below) or if a Covenant Violation (as defined below) occurs, the right to exercise the Option shall terminate immediately, and the Option (including vested and unvested portions) shall be automatically cancelled upon the effective date of such termination or the date on which Cresco provides written notice to Recipient of such Covenant Violation, as applicable.

Effect of Termination of Service. Except as provided herein, Recipient’s rights to exercise this Option upon Termination of Service as a director, officer, employee or consultant for any reason, to the extent the Option is not vested and exercisable under the terms of the Plan, shall may be forfeited, as otherwise provided in Section 7(c) of this Agreement, unless the Plan. (a) Except as provided in Subsection (b) or (c) below, if Recipient’s Service terminates for any reason, Recipient (or his/her estate or representativeAdministrator determines otherwise, in the event that the Service of Recipient’s death during the Option term) mayParticipant is terminated by the Company for Cause, during or by the period following Participant other than for Good Reason, and all or part of the date of Recipient’s Termination of Service (“Termination Date”) and ending on the earlier of (i) ninety (90) days after such Termination Date or (ii) the Expiration Date, exercise the Option Award has not vested pursuant to the extent terms hereof, then the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all eventsAward, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day vested as of the exercise period specified in this Subsection; providedParticipant’s Termination Date, howevershall be forfeited immediately upon such termination, and the Administrator may, in its sole discretion, accelerate full vesting Participant shall have no further rights with respect to the RecipientAward or the Shares underlying that portion of the Award that has not yet vested. In such event, (a) any Unvested Shares shall be returned to the Company and the Company shall become the legal and beneficial owner of such Unvested Shares and the Participant shall not be the legal or beneficial owner of such Unvested Shares (without the payment by the Company of any consideration for such Shares) as of the Participant’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. ; and (b) If Recipient’s Termination of Service is due to his/her death or Disability, Recipient any Vested Shares held by such Participant (or his/her estate other person) shall continue to be subject to such transfer and other restrictions as may apply under the terms of this Agreement (including but not limited to Section 12 herein) and/or the Operating Agreement. The Participant expressly acknowledges and agrees that the termination of the Participant’s Service by the Participant other than for Good Reason or representative, by the Company for Cause shall result in forfeiture of the event of Recipient’s death during Award and the Option Period) may, during the period following his/her Termination Date and ending on the earlier of (i) one year after such Termination Date or (ii) the Expiration Date, exercise the Option corresponding Shares to the extent the Option was exercisable on Award has not vested as of the Termination Date and, on the Participant’s Termination Date, that portion . Should the Company terminate the Service of the Option that was not exercisable shall automatically Participant for reasons other than Cause, the Participate terminate without further action by Cresco the Participant’s Service for Good Reason or Recipient and, in all events, the Participant’s Service terminate due to the extent Participant’s Disability or death, all Unvested Shares owned by the Participant as of immediately prior to such termination shall be deemed to have vested as of such time. In such event, any Vested Shares held by the Participant (or any transferee of the Participant) shall continue to be subject to such transfer and other restrictions as may apply under the terms of this Agreement (including but not exercisedlimited to Section 12 herein) and/or the Operating Agreement. Notwithstanding Section 3.01(d) of the Operating Agreement, should the Participant’s Service be terminated due to the Participant’s Disability or death, then the Award shall fully vest upon the Participant’s death or satisfaction of the conditions set forth in the definition of Disability, as provided in the preceding paragraph. The Participant expressly represents and warrants that the Participant is aware of, and has agreed to, the Option shall terminate in its entirety at the end provisions of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration DateSection 4. (c) If Recipient’s Termination of Service is for Cause (as defined below) or if a Covenant Violation (as defined below) occurs, the right to exercise the Option shall terminate immediately, and the Option (including vested and unvested portions) shall be automatically cancelled upon the effective date of such termination or the date on which Cresco provides written notice to Recipient of such Covenant Violation, as applicable.

Effect of Termination of Service. Except (i) Unless the applicable Award Agreement provides otherwise and except as provided herein, Recipient’s rights to exercise by this Option upon Termination of Service as a director, officer, employee or consultant for any reason, to the extent the Option is not vested and exercisable under the terms of the Plan, shall be forfeited, as provided including Section 7(f) with respect to a Change in Section 7(c) of the Plan. (a) Except as provided in Subsection (b) or (c) below, if Recipient’s Service terminates for any reason, Recipient (or his/her estate or representativeControl, in the event that the employment, directorship or consulting relationship of Recipient’s death during a Participant with the Option termCompany or a Subsidiary terminates for any reason other than death, Disability, or Cause and the Participant does not otherwise remain in another capacity an employee, director or consultant of the Company or any Subsidiary, then: (A) may, during the period following vested portion of his or her Options shall remain exercisable until the date that is three months after such termination (or one year after the date of Recipient’s Termination death, if death occurs on or within three months after the date of Service termination), on which date the Options shall expire and terminate, and (“Termination Date”) and ending on the earlier of (i) ninety (90) days after such Termination Date or (iiB) the Expiration Date, exercise the Option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that non-vested portion of the Option that was not exercisable Participant’s Options shall automatically expire and terminate without further action by Cresco or Recipient and, in all events, to the extent not exercised, the Option shall terminate in its entirety at the end close of business on the last day date of termination of the exercise period specified in this Subsection; providedParticipant’s employment, howeverdirectorship or consulting relationship with the Company or a Subsidiary. Notwithstanding the foregoing, no Option shall be exercisable after the Administrator may, in expiration of its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Datestated maximum term. (bii) If Recipient’s Termination of Service is due to his/her death or Disability, Recipient (or his/her estate or representativeUnless the applicable Award Agreement provides otherwise and except as provided by this Plan, in the event that the employment, directorship or consulting engagement of Recipient’s a Participant with the Company or a Subsidiary terminates on account of the Disability or death during of the Option Period) may, during the period following his/her Termination Date and ending on the earlier of Participant: (i) one year after such Termination Date or (iiA) the Expiration Date, exercise vested portion of his or her Options shall remain exercisable until the Option to the extent the Option was exercisable on the Termination Date andfirst anniversary of such termination, on which date they shall expire, and (B) the Termination Date, that non-vested portion of the Option that was not exercisable his or her Options shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not exercised, the Option shall terminate in its entirety expire at the end close of business on the last day date of such termination. Notwithstanding the foregoing, no Option shall be exercisable after the expiration of its stated term. (iii) In the event that the employment, directorship or consulting engagement of a Participant with the Company or a Subsidiary terminates on account of the Participant’s termination for Cause, the Participant may no longer exercise period specified in any of such Participant’s Options (whether vested or non-vested) on or after such termination date, and the Participant’s Options shall automatically expire on such Participant’s termination date. (iv) For purposes of this Subsection; providedPlan, an employee will not be deemed to have terminated employment merely because of a transfer of employment between the Company and any Subsidiary or 80% or greater parent corporation of the Company, or between two Subsidiaries. An employee of any entity that is a Subsidiary shall be deemed to have terminated service, however, on the Administrator maydate that entity ceases to be a Subsidiary. In the case of a consultant providing services on a intermittent or project-by-project basis, in its sole discretion, accelerate full vesting the consulting engagement shall not be deemed to have terminated until (A) any written agreement by the consultant to render such consulting services to the RecipientCompany has expired or been terminated, (B) the Company provides the consultant with written notice that the Company intends to no longer use the consultant’s Termination Date and/or extend services in the exercise period to any date on or before the Expiration Date. (c) If Recipient’s Termination of Service is for Cause (as defined below) or if a Covenant Violation (as defined below) occurs, the right to exercise the Option shall terminate immediatelyfuture, and (C) the Option (including vested and unvested portions) shall be automatically cancelled upon Company ceases using the effective date consultant’s services for a period in excess of such termination or the date on which Cresco provides written notice to Recipient of such Covenant Violation, as applicable90 days.

Effect of Termination of Service. Except as provided herein, Recipient’s rights (a) If the Director ceases to exercise this Option upon Termination of Service serve as a director, officerthe Director may, employee but only within five years after the date the Director ceases to be a director of the Company, or consultant for any reasonby the date of termination of this option, whichever is earlier, exercise this option to the extent that the Director was entitled to exercise the option at the date of such termination. To the extent that the Director was not entitled to exercise this option at the date of such termination, or if the Director does not exercise this option (which the Director was entitled to exercise) within the time specified herein, the option shall terminate. (b) Notwithstanding the provisions of Section 3(a) above, in the event the Director is unable to continue the Director's service as a director with the Company as a result of the Director's total and permanent disability (as defined in Section 22(e)(3) of the Code), the Director may, but only within seven months from the date of termination, exercise this option to the extent the Option is Director was entitled to exercise it at the date of such termination. To the extent that the Director was not vested and exercisable under entitled to exercise this option at the terms date of termination, or if the PlanDirector does not exercise this option (which the Director was entitled to exercise) within the time specified herein, this option shall be forfeited, as provided in Section 7(c) of the Planterminate. (a) Except as provided in Subsection (b) or (c) below, if Recipient’s Service terminates for any reason, Recipient (or his/her estate or representativeNotwithstanding the provisions of Section 3(a) above, in the event of Recipient’s the death during of the Option termDirector (i) maywho is at the time of the Director's death a director of the Company, during the period this option may be exercised, at any time within six months following the date of Recipient’s Termination of Service (“Termination Date”) and ending on death, by the earlier of (i) ninety (90) days after such Termination Date or (ii) the Expiration Date, exercise the Option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (b) If Recipient’s Termination of Service is due to his/her death or Disability, Recipient (or his/her Director's estate or representative, in the event of Recipient’s death during the Option Period) may, during the period following his/her Termination Date and ending on the earlier of (i) one year after such Termination Date or (ii) the Expiration Date, exercise the Option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (c) If Recipient’s Termination of Service is for Cause (as defined below) or if a Covenant Violation (as defined below) occurs, person who acquired the right to exercise this option by bequest or inheritance, but only to the Option shall terminate immediately, extent of the right to exercise that would have accrued had the Director continued living and remained a director for six months after the Option (including vested and unvested portions) shall be automatically cancelled upon the effective date of such termination or death; or (ii) who dies within 30 days after the Director ceases to be a director, this option may be exercised, at any time within six months following the date on which Cresco provides written notice of death, by the Director's estate or by a person who acquired the right to Recipient exercise this option by bequest or inheritance, but only to the extent of such Covenant Violation, as applicablethe right to exercise that had accrued at the date the Director ceased to be a director.

Effect of Termination of Service. Except as provided hereinThe Plan Administrator shall establish and set forth in each instrument that evidences an Option whether the Option shall continue to be exercisable, Recipient’s rights to exercise this Option upon and the terms and conditions of such exercise, after a Termination of Service as a directorService, officerany of which provisions may be waived or modified by the Plan Administrator at any time. If not so established in the instrument evidencing the Option, employee or consultant for any reason, the Option shall be exercisable according to the extent following terms and conditions, which may be waived or modified by the Plan Administrator at any time: (a) Any portion of an Option that is not vested and exercisable under on the terms date of the Plan, a Participant's Termination of Service shall be forfeited, as provided in Section 7(c) of the Planexpire on such date. (a) Except as provided in Subsection (b) or (c) below, if Recipient’s Service terminates for any reason, Recipient (or his/her estate or representative, in the event Any portion of Recipient’s death during the an Option term) may, during the period following that is vested and exercisable on the date of Recipient’s a Participant's Termination of Service (“Termination Date”) and ending shall expire on the earlier of earliest to occur of: (i) ninety (90) days if the Participant's Termination of Service occurs for reasons other than Cause, Retirement, Disability or death, the date that is three months after such Termination Date or of Service; (ii) if the Participant's Termination of Service occurs by reason of Retirement, Disability or death, the one-year anniversary of such Termination of Service; and (iii) the Option Expiration Date. Notwithstanding the foregoing, exercise if a Participant dies after the Participant's Termination of Service but while an Option to is otherwise exercisable, the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not is vested and exercisable on the date of such Termination of Service shall automatically terminate without further action by Cresco or Recipient andexpire upon the earlier to occur of (y) the Option Expiration Date and (z) the one-year anniversary of the date of death, in all eventsunless the Plan Administrator determines otherwise. Notwithstanding the foregoing, to the extent not exercisedrequired by applicable law, unless employment or services are terminated for Cause, the right to exercise an Option in the event of Termination of Service, to the extent that the Participant is otherwise entitled to exercise an Option on the date of Termination of Service, shall be a. at least six months from the date of a Participant's Termination of Service if termination was caused by death or Disability; and b. at least 30 days from the date of a Participant's Termination of Service if termination was caused by other than death or Disability; c. but in no event later than the Option Expiration Date. Also notwithstanding the foregoing, in case a Participant's Termination of Service occurs for Cause, all Options granted to the Participant shall automatically expire upon first notification to the Participant of such termination, unless the Plan Administrator determines otherwise. If a Participant's employment or service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant's rights under any Option shall terminate in its entirety at likewise be suspended during the end period of business on investigation. If any facts that would constitute termination for Cause are discovered after a Participant's Termination of Service, any Option then held by the last day of Participant may be immediately terminated by the exercise period specified in this Subsection; provided, however, the Administrator mayPlan Administrator, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (b) If Recipient’s Termination of Service is due to his/her death or Disability, Recipient (or his/her estate or representative, in the event of Recipient’s death during the Option Period) may, during the period following his/her Termination Date and ending on the earlier of (i) one year after such Termination Date or (ii) the Expiration Date, exercise the Option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (c) If Recipient’s A Participant's change in status from an employee of the Company or a Related Company to a nonemployee director, consultant, advisor or independent contractor of the Company or a Related Company or a change in status from a nonemployee director, consultant, advisor or independent contractor of the Company or a Related Company to an employee of the Company or a Related Company shall not be considered a Termination of Service is for Cause (as defined below) or if a Covenant Violation (as defined below) occurs, the right to exercise the Option shall terminate immediately, and the Option (including vested and unvested portions) shall be automatically cancelled upon the effective date purposes of such termination or the date on which Cresco provides written notice to Recipient of such Covenant Violation, as applicablethis Section 7.6.

Effect of Termination of Service. Except as provided hereinIn the event of Employee’s termination of employment with the Company or any of its subsidiaries (a “Termination of Service”) prior to the Expiration Date, Recipientthen (i) all further vesting of Employee’s rights with respect to exercise the option under Paragraph 3 hereof shall immediately cease, (ii) any then unvested portion of this Option upon option shall be immediately cancelled and forfeited by the Employee for no consideration and (iii) any then vested portion of this option shall terminate and lapse following such Termination of Service as a director, officer, employee or consultant for any reason, to the extent the Option is not vested and exercisable under the terms of the Plan, shall be forfeited, as provided in Section 7(c) of the Plan.follows: (a) Except as provided in Subsection (b) or (c) below, if Recipient’s Service terminates for any reason, Recipient (or his/her estate or representative, in In the event of Recipient’s death during the Option term) may, during the period following the date of Recipient’s a Termination of Service (“Termination Date”) and ending for any reason other than death, Disability or Retirement, this option shall lapse on the earlier of (i) ninety (90) days after such Termination Date or (ii) the Expiration Date, exercise the Option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise six (6) month period specified in this Subsection; provided, however, beginning on the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s date of such Termination Date and/or extend the exercise period to any date on of Service or before (ii) the Expiration Date. (b) If Recipient’s In the event of a Termination of Service is due to his/her death by reason of Employee’s death, Disability or DisabilityRetirement, Recipient (or his/her estate or representative, in the event of Recipient’s death during the Option Period) may, during the period following his/her Termination Date and ending this option shall lapse on the earlier of (i) the last day of the one (1) year after period beginning on the date of such Termination Date of Service or (ii) the Expiration Date. In the event of death or Disability, exercise the Option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion legal representative of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not exercisedEmployee, the Option Employee’s estate, or the person to whom this option passes by will or the laws of descent and distribution shall terminate in its entirety at be entitled to exercise this option. For these purposes, “Disability” shall mean the end of business on the last day inability of the exercise Employee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that (i) can be expected to result in death, (ii) has lasted for a continuous period specified of not less than 12 months, or (iii) can be expected to last for a continuous period of not less than 12 months. For these purposes, “Retirement” shall mean a retirement in this Subsection; provided, however, accordance with any retirement plan then in effect for the Administrator may, in Company or any of its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Datesubsidiaries. (c) If Recipient’s Termination of Service is for Cause (as defined below) or if a Covenant Violation (as defined below) occurs, the right to exercise the Option shall terminate immediately, and the Option (including vested and unvested portions) shall be automatically cancelled upon the effective date of such termination or the date on which Cresco provides written notice to Recipient of such Covenant Violation, as applicable.

Effect of Termination of Service. Except as (a) In the event that the Services are no longer being provided herein, Recipient’s rights to exercise this Option upon Termination the Company or any of Service as a director, officer, employee or consultant its Affiliates: (i) for any reasonreason (other than a termination for Cause), then the Option shall be exercisable for the number of Shares which were Vested Shares on the last day that the Services were provided to the Company (the “Cessation Date”) and shall remain exercisable until the earlier of (i) the ninety (90) day anniversary of the Cessation Date, or (ii) the Expiration Date. Notwithstanding anything to the contrary set forth in this Agreement, to the extent the Option is not vested and exercisable under the terms of the Planthat, shall be forfeitedat any time, as provided in Section 7(c(i) of the Plan. (a) Except as provided in Subsection (b) either Advisor is, for any reason other than Cause, or (cii) belowboth Advisors are, if Recipient’s Service terminates for any reasonreason other than Cause, Recipient (Disability or his/her estate death, no longer providing, or representativeis, in the event case of Recipient’s death during one of the Advisors, or are in the case of both Advisors, unable or unwilling to provide, the Services to the Company or any of its Affiliates, the Company may, in its sole discretion, deem that the Services have been terminated and the provisions of this Section 2.3(a) shall apply; (ii) due to the Disability of both Advisors, the Option term) maymay thereafter be exercised by the Optionee, during to the extent it was exercisable at the time of termination, or on such accelerated basis as the Board may determine, for a period following the date of Recipient’s Termination of Service (“Termination Date”) and ending expiring on the earlier of (i) ninety the one (901) days after such Termination Date year anniversary of the Cessation Date, or (ii) the Expiration Date; (iii) due to the death of both Xx. Xxxxxx and Xx. Xxx, exercise the Option to the extent the Option was exercisable on the Termination Date and, on the Termination Date, that portion of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all eventsmay thereafter be exercised, to the extent not exercisedthen exercisable or on such accelerated basis as the Board may determine, by the Option shall terminate in its entirety at the end of business on the last day of the exercise Optionee for a period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Date. (b) If Recipient’s Termination of Service is due to his/her death or Disability, Recipient (or his/her estate or representative, in the event of Recipient’s death during the Option Period) may, during the period following his/her Termination Date and ending expiring on the earlier of (i) the one (1) year after such Termination Date anniversary of the Cessation Date, or (ii) the Expiration Date; or (iv) due to a termination for Cause: (i) any Unvested Shares not already exercised will be immediately and automatically forfeited as of the date of such termination, exercise and (ii) any Vested Shares for which the Option Company has not yet delivered stock certificates will be immediately and automatically forfeited and the Company will refund to the extent Optionee the Option was exercisable on the Termination Date andApplicable Exercise Price paid for such Vested Shares, on the Termination Date, that portion of the Option that was not exercisable shall automatically terminate without further action by Cresco or Recipient and, in all events, to the extent not exercised, the Option shall terminate in its entirety at the end of business on the last day of the exercise period specified in this Subsection; provided, however, the Administrator may, in its sole discretion, accelerate full vesting to the Recipient’s Termination Date and/or extend the exercise period to any date on or before the Expiration Dateif any. (cb) If Recipient’s Termination In the event of Service is for Cause (as defined below) or if a Covenant Violation (as defined below) occursChange in Control, the right Company may, with respect to exercise the Option shall terminate immediatelyOption, and take any action permitted under the Option (including vested and unvested portions) shall be automatically cancelled upon Plan that the effective date of such termination or Company is permitted to take with respect to option grants awarded by the date on which Cresco provides written notice to Recipient of such Covenant Violation, as applicableCompany under the Plan.