Common use of Employee Stock Options and Restricted Stock Clause in Contracts

Employee Stock Options and Restricted Stock. Unless otherwise unanimously approved by the Company’s Board of Directors, any restricted stock or stock options issued by the Company after the date hereof to any employee or consultant shall vest 25% on the first anniversary of the first day of such employee or consultant’s employment or consultancy relationship with the Company with ratable monthly vesting over the next three years and, in the event of a Change of Control (as defined in the Company’s 2010 Special Stock Incentive Plan or the Company’s 2011 Stock Incentive Plan, as the case may be), (1) if, following such Change of Control, either (i) such employee or consultant is terminated without Cause (as defined in the Company’s 2010 Special Stock Incentive Plan or the Company’s 2011 Stock Incentive Plan, as the case may be) by the surviving entity in such Change of Control or (ii) such employee or consultant voluntarily terminates his or her employment or consulting relationship with the Company for Good Reason (as defined in the Company’s 2010 Special Stock Incentive Plan or the Company’s 2011 Stock Incentive Plan, as the case may be), any option held by such employee or consultant shall become fully-vested and exercisable in full and any shares of restricted stock held by such employee or consultant shall become fully-vested and no longer subject to forfeiture or repurchase by the Company and (2) if, within thirty (30) days prior to such Change of Control, such employee or consultant’s employment or consultancy relationship with the Company is terminated by the Company without Cause (as defined in the Company’s 2010 Special Stock Incentive Plan or the Company’s 2011 Stock Incentive Plan, as the case may be) or by such employee or consultant for Good Reason (as defined in the Company’s 2010 Special Stock Incentive Plan or the Company’s 2011 Stock Incentive Plan, as the case may be), then, on the effective date of such Change of Control, any option held by such employee or consultant shall become fully-vested and exercisable in full and any shares of restricted stock held by such employee or consultant shall become fully-vested and no longer subject to forfeiture or repurchase by the Company.