Common use of Employment Conditions Clause in Contracts

Employment Conditions. In accepting the option, you acknowledge that: (a) Any notice period mandated under any applicable laws shall not be treated as service for the purpose of determining the vesting of the option; and your right to receive shares of Common Stock in settlement of the option after termination as an employee, if any, will be measured by the date of your termination as an employee and will not be extended by any notice period mandated under the applicable law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider has terminated and the effective date of such termination. (b) The vesting of the option shall cease upon, and no portion of the option shall become vested following, your termination as an employee or other service-provider for any reason except as may be explicitly provided by the Plan or this Stock Option Agreement. Unless otherwise provided in the Plan or this Stock Option Agreement, the unvested portion of the option at the time of your termination as an employee or other service-provider will be forfeited. (c) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of the Plan. (d) The grant of the option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past. (e) All decisions with respect to future option grants, if any, will be at the sole discretion of the Company. (f) You are voluntarily participating in the Plan. (g) The option is an extraordinary item that does not constitute compensation of any kind for service rendered to the Company (or any Subsidiary), and which is outside the scope of your employment contract, if any. In addition, the option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (h) The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. If you obtain shares upon settlement of the option, the value of those shares may increase or decrease. (i) No claim or entitlement to compensation or damages arises from termination of the option or diminution in value of the option or shares of Common Stock acquired upon settlement of the option resulting from your termination of employment or service (for any reason whether or not in breach of the local law) and you irrevocably release the Company and each Subsidiary from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, you shall be deemed irrevocably to have waived your entitlement to pursue such a claim.

Employment Conditions. In accepting the optionAward, you acknowledge that: (a) Any notice period mandated under any applicable the laws of the local jurisdiction shall not be treated as service for the purpose of determining the vesting of the optionAward; and your right to receive shares of Common Stock in settlement of the option Award after termination as an employeeof service, if any, will be measured by the date of termination of your termination status as an employee and will not be extended by any notice period mandated under the applicable local law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider has terminated and the effective date of such termination. (b) The vesting of the option Award shall cease upon, and no portion of the option Award shall become vested following, your termination as an employee or other service-provider for any reason except as may be explicitly provided by the Plan or this Stock Option Agreement. Unless otherwise provided in by the Plan or this Stock Option Agreement, the unvested portion of the option Award at the time of your termination as an employee or other service-provider will be forfeited. (c) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of the Plan. (d) The grant of the option Award is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsAwards, or benefits in lieu of optionsAwards, even if options Awards have been granted repeatedly in the past. (e) All decisions with respect to future option Award grants, if any, will be at the sole discretion of the Company. (f) You are voluntarily participating in the Plan. (g) The option Award is an extraordinary item that does not constitute compensation of any kind for service of any kind rendered to the Company (or any Subsidiary), and which is outside the scope of your employment contract, if any. In addition, the option Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (h) The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. If you obtain shares upon settlement of the optionAward, the value of those shares may increase or decrease. (i) No claim or entitlement to compensation or damages arises from termination of the option Award or diminution in value of the option Award or shares of Common Stock acquired upon settlement of the option Award resulting from your termination of employment or service your status as an employee (for any reason whether or not in breach of the local law) and you irrevocably release the Company and each Subsidiary from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, you shall be deemed irrevocably to have waived your entitlement to pursue such a claim.

Employment Conditions. In accepting the optionAward, you acknowledge the Participant acknowledges that: (a) Any notice period mandated under any applicable laws Local Law shall not be treated as service Service for the purpose of determining the vesting of the optionAward; and your the Participant’s right to receive shares of Common Stock in settlement of the option Award after termination as an employeeof Service, if any, will be measured by the date of your termination as an employee of the Participant’s active Service and will not be extended by any notice period mandated under the applicable lawLocal Law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider the Participant’s Service has terminated and the effective date of such termination. (b) The vesting of the option Award shall cease upon, and no portion of the option Units shall become vested Vested Units following, your the Participant’s termination as an employee or other service-provider of Service for any reason except as may be explicitly provided by the Plan or this Stock Option Agreement. Unless otherwise provided in the Plan or this Stock Option Agreement, the unvested portion of the option at the time of your termination as an employee or other service-provider will be forfeited. (c) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of unless otherwise provided in the PlanPlan and this Agreement. (d) The grant of the option Award is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsAwards, or benefits in lieu of optionsAwards, even if options Awards have been granted repeatedly in the past. (e) All decisions with respect to future option Award grants, if any, will be at the sole discretion of the Company. (f) You are The Participant’s participation in the Plan shall not create a right to further Service with any Participating Company and shall not interfere with the ability of with any Participating Company to terminate the Participant’s Service at any time, with or without cause. (g) The Participant is voluntarily participating in the Plan. (gh) The option Award is an extraordinary item that does not constitute compensation of any kind for service Service of any kind rendered to the Company (or any Subsidiary)Participating Company, and which is outside the scope of your the Participant’s employment contract, if any. In addition, the option . (i) The Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (hj) In the event that the Participant is not an employee of the Company, the Award grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore the Award grant will not be interpreted to form an employment contract with any other Participating Company. (k) The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. If you obtain the Participant obtains shares upon settlement of the optionAward, the value of those shares may increase or decrease. (il) No claim or entitlement to compensation or damages arises from termination of the option Award or diminution in value of the option Award or shares of Common Stock acquired upon settlement of the option Award resulting from your termination of employment or service the Participant’s Service (for any reason whether or not in breach of the local lawLocal Law) and you the Participant irrevocably release releases the Company and each Subsidiary other Participating Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, you the Participant shall be deemed irrevocably to have waived your the Participant’s entitlement to pursue such a claim.

Employment Conditions. In accepting the optionOption, you acknowledge the Participant acknowledges that: (a) Any notice period mandated under any applicable laws Local Law shall not be treated as service Service for the purpose of determining the vesting of the optionOption; and your the Participant’s right to receive shares of Common Stock in settlement of exercise the option Option after termination as an employeeof Service, if any, will be measured by the date of your termination as an employee of the Participant’s active Service and will not be extended by any notice period mandated under the applicable lawLocal Law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider the Participant’s Service has terminated and the effective date of such termination. (b) The vesting of the option Option shall cease upon, and no portion of the option shares shall become vested Vested Shares following, your the Participant’s termination as an employee or other service-provider of Service for any reason except as may be explicitly provided by the Plan or this Stock Option Agreement. Unless otherwise provided in the Plan or this Stock Option Agreement, the unvested portion of the option at the time of your termination as an employee or other service-provider will be forfeited. (c) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of unless otherwise provided in the PlanPlan and this Option Agreement. (d) The grant of the option Option is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsOptions, or benefits in lieu of optionsOptions, even if options Options have been granted repeatedly in the past. (e) All decisions with respect to future option Option grants, if any, will be at the sole discretion of the Company. (f) You are The Participant’s participation in the Plan shall not create a right to further Service with any Participating Company and shall not interfere with the ability of any Participating Company to terminate the Participant’s Service at any time, with or without cause. (g) The Participant is voluntarily participating in the Plan. (gh) The option Option is an extraordinary item that does not constitute compensation of any kind for service Service of any kind rendered to the Company (or any Subsidiary)Participating Company, and which is outside the scope of your the Participant’s employment contract, if any. In addition, the option . (i) The Option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (hj) In the event that the Participant is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore the Option grant will not be interpreted to form an employment contract with any other Participating Company. (k) The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. If you obtain the underlying shares upon settlement of do not increase in value, the optionOption will have no value. If the Participant exercises the Option and obtains shares, the value of those shares acquired upon exercise may increase or decreasedecrease in value, even below the Exercise Price. (il) No claim or entitlement to compensation or damages arises from termination of the option Option or diminution in value of the option Option or shares of Common Stock acquired upon settlement purchased through exercise of the option Option resulting from your termination of employment or service the Participant’s Service (for any reason whether or not in breach of the local lawLocal Law) and you the Participant irrevocably release releases the Company and each Subsidiary other Participating Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, you the Participant shall be deemed irrevocably to have waived your the Participant’s entitlement to pursue such a claim.

Employment Conditions. In accepting the option, you acknowledge that: (a) Any notice period mandated under any applicable laws shall not be treated as service for the purpose of determining the vesting of the option; and your right to receive shares of Common Stock in settlement of the option after termination as an employee, if any, will be measured by the date of your termination as an employee and will not be extended by any notice period mandated under the applicable law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider has terminated and the effective date of such termination. (b) The vesting of the option shall cease upon, and no portion of the option shall become vested following, your termination as an employee or other service-provider for any reason except as may be explicitly provided by the Plan or this Stock Option Agreement. Unless otherwise provided in the Plan or this Stock Option Agreement, the unvested portion of the option at the time of your termination as an employee or other service-provider will be forfeited. (c) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of the Plan. (d) The grant of the option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past. (e) All decisions with respect to future option grants, if any, will be at the sole discretion of the Company. (f) You are voluntarily participating in the Plan. (g) The option is an extraordinary item that does not constitute compensation of any kind for service rendered to the Company (or any Subsidiary), and which is outside the scope of your employment contract, if any. In addition, the option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (h) The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. If you obtain shares upon settlement of the option, the value of those shares may increase or decrease. (i) No claim or entitlement to compensation or damages arises from termination of the option or diminution in value of the option or shares of Common Stock acquired upon settlement of the option resulting from your termination of employment or service (for any reason whether or not in breach of the local law) and you irrevocably release the Company and each Subsidiary from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, you shall be deemed irrevocably to have waived your entitlement to pursue such a claim.Stock

Employment Conditions. In By accepting the optionAward, you acknowledge the Participant acknowledges and agrees that: (a) Any notice period mandated under any applicable laws Local Law shall not be treated as service Service for the purpose of determining the vesting of the optionAward; and your the Participant’s right to receive shares of Common Stock in settlement of the option Award after termination as an employeeof Service, if any, will be measured by the date of your termination as an employee of the Participant’s active Service and will not be extended by any notice period mandated under the applicable lawLocal Law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider the Participant’s Service has terminated and the effective date of such termination. (b) Notwithstanding anything to the contrary in the Grant Notice, if the Participant is terminated without Cause or resigns for Good Reason, in each case not in connection with a CIC Qualified Termination (each as defined in the Participant’s employment agreement with the Company) prior to the settlement of the Award, the Participant will remain eligible to vest (determined in accordance with the terms set forth in the Grant Notice) in a pro rata portion of the Restricted Stock Units on the Certification Date following the end of the Performance Period based on actual Company performance, with such pro rata portion determined by multiplying the total number of Restricted Stock Units remaining outstanding and unvested immediately prior to such termination by a fraction, the numerator of which is the number of full months that the Participant provided continuous Service during the Performance Period, and the denominator of which is the number of full months in the full Performance Period. All Restricted Stock Units in excess of the pro rata portion thereof that remains outstanding in accordance with the immediately preceding sentence shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto. If a Change in Control occurs upon or following such termination and prior to the end of the Performance Period, then the Restricted Stock Units remaining outstanding and unvested immediately prior to the Change in Control (after application of the foregoing provisions of this Section 2.2(b)) shall vest and become nonforfeitable at the target level of achievement (determined in accordance with the Grant Notice) immediately upon the occurrence of the Change in Control and the date that the Change in Control is consummated shall be the Settlement Date for purposes of Section 7 hereof. (c) If the Participant incurs a CIC Qualified Termination, all outstanding and unvested Units (if any) will fully vest on the date of such termination at the target level of achievement (determined in accordance with the Grant Notice). (d) The vesting of the option Award shall cease upon, and no portion of the option Units shall become vested vest following, your the Participant’s termination as an employee or other service-provider of Service for any reason except other than as may set forth in Section 2.2 (b) or (c). Further, all unvested Units will be explicitly provided by forfeited and cancelled and the Plan or this Stock Option Agreement. Unless otherwise provided in the Plan or this Stock Option Agreement, the unvested portion of the option at the time of your termination as an employee Participant will not be entitled to any compensation or other service-provider will be forfeitedamount with respect thereto. (ce) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of unless otherwise provided in the PlanPlan and this Agreement. (df) The grant of the option Award is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsAwards, or benefits in lieu of optionsAwards, even if options Awards have been granted repeatedly in the past. (eg) All decisions with respect to future option Award grants, if any, will be at the sole discretion of the Company. (fh) You are The Participant’s participation in the Plan shall not create a right to further Service with any Participating Company and shall not interfere with the ability of any Participating Company to terminate the Participant’s Service at any time, with or without Cause, insofar as permitted under Local Law. (i) The Participant is voluntarily participating in the Plan. (gj) The option is Award and resulting shares, if any, are an extraordinary item that does not constitute compensation of any kind for service Service of any kind rendered to the Company (or any Subsidiary)Participating Company, and which is outside the scope of your the Participant’s employment contract, if any. In addition, the option . (k) The Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (hl) In the event that the Participant is not an employee of the Company, the Award grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore the Award grant will not be interpreted to form an employment contract with any other Participating Company. (m) The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. If you obtain the Participant obtains shares upon settlement of the optionAward, the value of those shares may increase or decrease. (in) No In consideration of the grant of an Award, no claim or entitlement to compensation or damages arises from termination of the option Award or diminution in value of the option Award or shares of Common Stock acquired upon settlement of the option Award resulting from your termination of employment or service the Participant’s Service (for any reason whether or not in breach of the local lawLocal Law) and you the Participant irrevocably release releases the Company and each Subsidiary other Participating Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, you the Participant shall be deemed irrevocably to have waived your the Participant’s entitlement to pursue such a claim.

Employment Conditions. In By accepting the optionAward, you acknowledge the Participant acknowledges and agrees that: (a) Any notice period mandated under any applicable laws Local Law shall not be treated as service Service for the purpose of determining the vesting of the optionAward; and your the Participant’s right to receive shares of Common Stock in settlement of the option Award after termination as an employeeof Service, if any, will be measured by the date of your termination as an employee of the Participant’s active Service and will not be extended by any notice period mandated under the applicable lawLocal Law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider the Participant’s Service has terminated and the effective date of such termination. (b) Notwithstanding anything to the contrary in the Grant Notice, if the Participant is terminated without Cause or resigns for Good Reason (each as defined in the Participant’s employment agreement with the Company dated [ ], 201[ ]) prior to the settlement of the Award, the Participant will remain eligible to vest (determined in accordance with the terms set forth in the Grant Notice) in a pro rata portion of the Restricted Stock Units on the Certification Date, determined by multiplying the total number of Restricted Stock Units remaining outstanding and unvested immediately prior to such termination by a fraction, the numerator of which is the number of full months that the Participant provided continuous Service during the Performance Period, and the denominator of which is the number of full months in the full Performance Period. All Restricted Stock Units in excess of the pro rata portion thereof that remains outstanding in accordance with the immediately preceding sentence shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto. If a Change in Control occurs upon or following such termination and prior to the end of the Performance Period, then the Restricted Stock Units remaining outstanding and unvested immediately prior to the Change in Control (after application of the foregoing provisions of this Section 2.2(b)) shall vest and become non-forfeitable at the target level of achievement (determined in accordance with the Grant Notice) immediately upon the occurrence of the Change in Control and the date that the Change in Control is consummated shall be the Settlement Date for purposes of Section 7 hereof. (c) The vesting of the option Award shall cease upon, and no portion of the option Units shall become vested vest following, your the Participant’s termination as an employee or other service-provider of Service for any reason except other than as may set forth in Section 2.2 (b). Further, all unvested Units will be explicitly provided by forfeited and cancelled and the Plan or this Stock Option Agreement. Unless otherwise provided in the Plan or this Stock Option Agreement, the unvested portion of the option at the time of your termination as an employee Participant will not be entitled to any compensation or other service-provider will be forfeitedamount with respect thereto. (cd) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of unless otherwise provided in the PlanPlan and this Agreement. (de) The grant of the option Award is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsAwards, or benefits in lieu of optionsAwards, even if options Awards have been granted repeatedly in the past. (ef) All decisions with respect to future option Award grants, if any, will be at the sole discretion of the Company. (fg) You are The Participant’s participation in the Plan shall not create a right to further Service with any Participating Company and shall not interfere with the ability of any Participating Company to terminate the Participant’s Service at any time, with or without cause, insofar as permitted under Local Law. (h) The Participant is voluntarily participating in the Plan. (gi) The option is Award and resulting shares, if any, are an extraordinary item that does not constitute compensation of any kind for service Service of any kind rendered to the Company (or any Subsidiary)Participating Company, and which is outside the scope of your the Participant’s employment contract, if any. In addition, the option . (j) The Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (hk) In the event that the Participant is not an employee of the Company, the Award grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore the Award grant will not be interpreted to form an employment contract with any other Participating Company. (l) The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. If you obtain the Participant obtains shares upon settlement of the optionAward, the value of those shares may increase or decrease. (im) No In consideration of the grant of an Award, no claim or entitlement to compensation or damages arises from termination of the option Award or diminution in value of the option Award or shares of Common Stock acquired upon settlement of the option Award resulting from your termination of employment or service the Participant’s Service (for any reason whether or not in breach of the local lawLocal Law) and you the Participant irrevocably release releases the Company and each Subsidiary other Participating Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, you the Participant shall be deemed irrevocably to have waived your the Participant’s entitlement to pursue such a claim.

Employment Conditions. In By accepting the optionAward, you acknowledge the Participant acknowledges and agrees that: (a) Any notice period mandated under any applicable laws Local Law shall not be treated as service Service for the purpose of determining the vesting of the optionAward; and your the Participant’s right to receive shares of Common Stock in settlement of the option Award after termination as an employeeof Service, if any, will be measured by the date of your termination as an employee of the Participant’s active Service and will not be extended by any notice period mandated under the applicable lawLocal Law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider the Participant’s Service has terminated and the effective date of such termination. (b) Notwithstanding anything to the contrary in the Grant Notice, if the Participant is terminated without Cause or resigns for Good Reason, in each case not in connection with a CIC Qualified Termination (each as defined in the Participant’s employment agreement with the Company dated [__], 2018) prior to the settlement of the Award, the Participant will remain eligible to vest (determined in accordance with the terms set forth in the Grant Notice) in a pro rata portion of the Restricted Stock Units on the Certification Date, determined by multiplying the total number of Restricted Stock Units remaining outstanding and unvested immediately prior to such termination by a fraction, the numerator of which is the number of full months that the Participant provided continuous Service during the Performance Period, and the denominator of which is the number of full months in the full Performance Period. All Restricted Stock Units in excess of the pro rata portion thereof that remains outstanding in accordance with the immediately preceding sentence shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto. If a Change in Control occurs upon or following such termination and prior to the end of the Performance Period, then the portion of the Restricted Stock Units remaining outstanding and unvested immediately prior to the Change in Control (after application of the foregoing provisions of this Section 2.2(b)) that are eligible to vest and become non-forfeitable (“CIC Post-Termination Units”) will be determined as of the date of the Change in Control in accordance with Exhibit A to the Grant Notice and the date of the Change in Control will serve as the last day of the Performance Period for purposes of such determination. The CIC Post-Termination Units, if any, will vest immediately upon the occurrence of the Change in Control. (c) If the Participant incurs a CIC Qualified Termination, all outstanding and unvested Units (after application of the provisions of Section 9) will fully vest on the date of such termination. (d) The vesting of the option Award shall cease upon, and no portion of the option Units shall become vested vest following, your the Participant’s termination as an employee or other service-provider of Service for any reason except other than as may set forth in Section 2.2 (b) or (c). Further, all unvested Units will be explicitly provided by forfeited and cancelled and the Plan or this Stock Option Agreement. Unless otherwise provided in the Plan or this Stock Option Agreement, the unvested portion of the option at the time of your termination as an employee Participant will not be entitled to any compensation or other service-provider will be forfeitedamount with respect thereto. (ce) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of unless otherwise provided in the PlanPlan and this Agreement. (df) The grant of the option Award is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsAwards, or benefits in lieu of optionsAwards, even if options Awards have been granted repeatedly in the past. (eg) All decisions with respect to future option Award grants, if any, will be at the sole discretion of the Company. (fh) You are The Participant’s participation in the Plan shall not create a right to further Service with any Participating Company and shall not interfere with the ability of any Participating Company to terminate the Participant’s Service at any time, with or without cause, insofar as permitted under Local Law. (i) The Participant is voluntarily participating in the Plan. (gj) The option is Award and resulting shares, if any, are an extraordinary item that does not constitute compensation of any kind for service Service of any kind rendered to the Company (or any Subsidiary)Participating Company, and which is outside the scope of your the Participant’s employment contract, if any. In addition, the option . (k) The Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (hl) In the event that the Participant is not an employee of the Company, the Award grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore the Award grant will not be interpreted to form an employment contract with any other Participating Company. (m) The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. If you obtain the Participant obtains shares upon settlement of the optionAward, the value of those shares may increase or decrease. (in) No In consideration of the grant of an Award, no claim or entitlement to compensation or damages arises from termination of the option Award or diminution in value of the option Award or shares of Common Stock acquired upon settlement of the option Award resulting from your termination of employment or service the Participant’s Service (for any reason whether or not in breach of the local lawLocal Law) and you the Participant irrevocably release releases the Company and each Subsidiary other Participating Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, you the Participant shall be deemed irrevocably to have waived your the Participant’s entitlement to pursue such a claim.

Employment Conditions. In accepting the optionOption, you acknowledge the Participant acknowledges that: (a) Any notice period mandated under any applicable laws Local Law shall not be treated as service Service for the purpose of determining the vesting of the optionOption; and your the Participant’s right to receive shares of Common Stock in settlement of exercise the option Option after termination as an employeeof Service, if any, will be measured by the date of your termination as an employee of the Participant’s active Service and will not be extended by any notice period mandated under the applicable lawLocal Law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider the Participant’s Service has terminated and the effective date of such termination. (b) The vesting of the option Option shall cease upon, and no portion of the option Shares shall become vested Vested Shares following, your the Participant’s termination as an employee or other service-provider of Service for any reason except as may be explicitly provided by the Plan or this Stock Option Agreement. Unless otherwise provided in the Plan or this Stock Option Agreement, the unvested portion of the option at the time of your termination as an employee or other service-provider will be forfeited. (c) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of unless otherwise provided in the PlanPlan and this Option Agreement. (d) The grant of the option Option is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsOptions, or benefits in lieu of optionsOptions, even if options Options have been granted repeatedly in the past. (e) All decisions with respect to future option Option grants, if any, will be at the sole discretion of the Company. (f) You are The Participant’s participation in the Plan shall not create a right to further Service with any Participating Company and shall not interfere with the ability of any Participating Company to terminate the Participant’s Service at any time, with or without cause. (g) The Participant is voluntarily participating in the Plan. (gh) The option Option is an extraordinary item that does not constitute compensation of any kind for service Service of any kind rendered to the Company (or any Subsidiary)Participating Company, and which is outside the scope of your the Participant’s employment contract, if any. In addition, the option . (i) The Option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (hj) In the event that the Participant is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore the Option grant will not be interpreted to form an employment contract with any other Participating Company. (k) The future value of the underlying shares of Common Stock Shares is unknown and cannot be predicted with certainty. If you obtain shares upon settlement of the optionunderlying Shares do not increase in value, the Option will have no value. If the Participant exercises the Option and obtains Shares, the value of those shares Shares acquired upon exercise may increase or decreasedecrease in value, even below the Exercise Price. (il) No claim or entitlement to compensation or damages arises from termination of the option Option or diminution in value of the option Option or shares of Common Stock acquired upon settlement Shares purchased through exercise of the option Option resulting from your termination of employment or service the Participant’s Service (for any reason whether or not in breach of the local lawLocal Law) and you the Participant irrevocably release releases the Company and each Subsidiary other Participating Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, you the Participant shall be deemed irrevocably to have waived your the Participant’s entitlement to pursue such a claim.

Employment Conditions. In accepting the optionOption, you acknowledge the Participant acknowledges that: (a) Any notice period mandated under any applicable laws Local Law shall not be treated as service Service for the purpose of determining the vesting of the optionOption; and your the Participant’s right to receive shares of Common Stock in settlement of exercise the option Option after termination as an employeeof Service, if any, will be measured by the date of your termination as an employee of the Participant’s active Service and will not be extended by any notice period mandated under the applicable lawLocal Law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider the Participant’s Service has terminated and the effective date of such termination. (b) The vesting of the option shall cease upon, and no portion of the option shall become vested following, your termination as an employee or other service-provider for any reason except as may be explicitly provided by the Plan or this Stock Option Agreement. Unless otherwise provided in the Plan or this Stock Option Agreement, the unvested portion of the option at the time of your termination as an employee or other service-provider will be forfeited. (c) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of unless otherwise provided in the PlanPlan and this Option Agreement. (dc) The grant of the option Option is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsOptions, or benefits in lieu of optionsOptions, even if options Options have been granted repeatedly in the past. (ed) All decisions with respect to future option Option grants, if any, will be at the sole discretion of the Company. (e) The Participant’s participation in the Plan shall not create a right to further Service with any Participating Company and shall not interfere with the ability of any Participating Company to terminate the Participant’s Service at any time, with or without cause. (f) You are The Participant is voluntarily participating in the Plan. (g) The option Option is an extraordinary item that does not constitute compensation of any kind for service Service of any kind rendered to the Company (or any Subsidiary)Participating Company, and which is outside the scope of your the Participant’s employment contract, if any. In addition, the option . (h) The Option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (hi) In the event that the Participant is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore the Option grant will not be interpreted to form an employment contract with any other Participating Company. (j) The future value of the underlying shares of Common Stock Units is unknown and cannot be predicted with certainty. If you obtain shares upon settlement of the optionunderlying Units do not increase in value, the Option will have no value. If the Participant exercises the Option and obtains Units, the value of those shares Units acquired upon exercise may increase or decreasedecrease in value, even below the Exercise Price. (ik) No claim or entitlement to compensation or damages arises from termination of the option Option or diminution in value of the option Option or shares of Common Stock acquired upon settlement Units purchased through exercise of the option Option resulting from your termination of employment or service the Participant’s Service (for any reason whether or not in breach of the local lawLocal Law) and you the Participant irrevocably release releases the Company and each Subsidiary other Participating Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, you the Participant shall be deemed irrevocably to have waived your the Participant’s entitlement to pursue such a claim.

Employment Conditions. In By accepting the optionAward, you acknowledge the Participant acknowledges and agrees that: (a) Any notice period mandated under any applicable laws Local Law shall not be treated as service Service for the purpose of determining the vesting of the optionAward; and your the Participant’s right to receive shares of Common Stock in settlement of the option Award after termination as an employeeof Service, if any, will be measured by the date of your termination as an employee of the Participant’s active Service and will not be extended by any notice period mandated under the applicable lawLocal Law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider the Participant’s Service has terminated and the effective date of such termination. (b) Notwithstanding anything to the contrary in the Grant Notice, if the Participant is terminated without Cause or resigns for Good Reason, in each case not in connection with a CIC Qualified Termination (each as defined in the Participant’s employment agreement with the Company dated April 26, 2018) and prior to the settlement of the Award, the Participant will vest in a pro rata portion of the next tranche of Restricted Stock Units scheduled to vest hereunder, determined by multiplying the number of unvested Restricted Stock Units in such tranche by a fraction, the numerator of which is the number of full months from the last vesting date (or, if none, the Grant Date) to the date of such termination and the denominator of which is the number of full months from the last vesting date (or, if none, the Grant Date) to the next vesting date. (c) If the Participant incurs a CIC Qualified Termination, all unvested Restricted Stock Units will fully vest on the date of such termination. (d) The vesting of the option Award shall cease upon, and no portion of the option Units shall become vested vest following, your the Participant’s termination as an employee or other service-provider of Service for any reason except other than as may set forth in Section 2.2(b) or (c). Further, all unvested Units will be explicitly provided by forfeited and cancelled and the Plan or this Stock Option Agreement. Unless otherwise provided in the Plan or this Stock Option Agreement, the unvested portion of the option at the time of your termination as an employee Participant will not be entitled to any compensation or other service-provider will be forfeitedamount with respect thereto. (ce) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of unless otherwise provided in the PlanPlan and this Agreement. (df) The grant of the option Award is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsAwards, or benefits in lieu of optionsAwards, even if options Awards have been granted repeatedly in the past. (eg) All decisions with respect to future option Award grants, if any, will be at the sole discretion of the Company. (fh) You are The Participant’s participation in the Plan shall not create a right to further Service with any Participating Company and shall not interfere with the ability of any Participating Company to terminate the Participant’s Service at any time, with or without cause, insofar as permitted under Local Law. (i) The Participant is voluntarily participating in the Plan. (gj) The option is Award and resulting shares, if any, are an extraordinary item that does not constitute compensation of any kind for service Service of any kind rendered to the Company (or any Subsidiary)Participating Company, and which is outside the scope of your the Participant’s employment contract, if any. In addition, the option . (k) The Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (hl) In the event that the Participant is not an employee of the Company, the Award grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore the Award grant will not be interpreted to form an employment contract with any other Participating Company. (m) The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. If you obtain the Participant obtains shares upon settlement of the optionAward, the value of those shares may increase or decrease. (in) No In consideration of the grant of an Award, no claim or entitlement to compensation or damages arises from termination of the option Award or diminution in value of the option Award or shares of Common Stock acquired upon settlement of the option Award resulting from your termination of employment or service the Participant’s Service (for any reason whether or not in breach of the local lawLocal Law) and you the Participant irrevocably release releases the Company and each Subsidiary other Participating Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, you the Participant shall be deemed irrevocably to have waived your the Participant’s entitlement to pursue such a claim.

Employment Conditions. In By accepting the optionAward, you acknowledge the Participant acknowledges and agrees that: (a) Any notice period mandated under any applicable laws Local Law shall not be treated as service Service for the purpose of determining the vesting of the optionAward; and your the Participant’s right to receive shares of Common Stock in settlement of the option Award after termination as an employeeof Service, if any, will be measured by the date of your termination as an employee of the Participant’s active Service and will not be extended by any notice period mandated under the applicable lawLocal Law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider the Participant’s Service has terminated and the effective date of such termination. (b) Notwithstanding anything to the contrary in the Grant Notice, if the Participant is terminated without Cause or resigns for Good Reason, in each case not in connection with a CIC Qualified Termination (each as defined in the Participant’s employment agreement with the Company dated [ ], 2018) and prior to the settlement of the Award, the Participant will vest in a pro rata portion of the next tranche of Restricted Stock Units scheduled to vest hereunder, determined by multiplying the number of unvested Restricted Stock Units in such tranche by a fraction, the numerator of which is the number of full months from the last vesting date (or, if none, the Grant Date) to the date of such termination and the denominator of which is the number of full months from the last vesting date (or, if none, the Grant Date) to the next vesting date. (c) If the Participant incurs a CIC Qualified Termination, all unvested Units will fully vest on the date of such termination. (d) The vesting of the option Award shall cease upon, and no portion of the option Units shall become vested vest following, your the Participant’s termination as an employee or other service-provider of Service for any reason except other than as may set forth in Section 2.2(b) or (c). Further, all unvested Units will be explicitly provided by forfeited and cancelled and the Plan or this Stock Option Agreement. Unless otherwise provided in the Plan or this Stock Option Agreement, the unvested portion of the option at the time of your termination as an employee Participant will not be entitled to any compensation or other service-provider will be forfeitedamount with respect thereto. (ce) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of unless otherwise provided in the PlanPlan and this Agreement. (df) The grant of the option Award is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsAwards, or benefits in lieu of optionsAwards, even if options Awards have been granted repeatedly in the past. (eg) All decisions with respect to future option Award grants, if any, will be at the sole discretion of the Company. (fh) You are The Participant’s participation in the Plan shall not create a right to further Service with any Participating Company and shall not interfere with the ability of any Participating Company to terminate the Participant’s Service at any time, with or without cause, insofar as permitted under Local Law. (i) The Participant is voluntarily participating in the Plan. (gj) The option is Award and resulting shares, if any, are an extraordinary item that does not constitute compensation of any kind for service Service of any kind rendered to the Company (or any Subsidiary)Participating Company, and which is outside the scope of your the Participant’s employment contract, if any. In addition, the option . (k) The Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (hl) In the event that the Participant is not an employee of the Company, the Award grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore the Award grant will not be interpreted to form an employment contract with any other Participating Company. (m) The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. If you obtain the Participant obtains shares upon settlement of the optionAward, the value of those shares may increase or decrease. (in) No In consideration of the grant of an Award, no claim or entitlement to compensation or damages arises from termination of the option Award or diminution in value of the option Award or shares of Common Stock acquired upon settlement of the option Award resulting from your termination of employment or service the Participant’s Service (for any reason whether or not in breach of the local lawLocal Law) and you the Participant irrevocably release releases the Company and each Subsidiary other Participating Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, you the Participant shall be deemed irrevocably to have waived your the Participant’s entitlement to pursue such a claim.

Employment Conditions. In By accepting the optionAward, you acknowledge the Participant acknowledges and agrees that: (a) Any notice period mandated under any applicable laws Local Law shall not be treated as service Service for the purpose of determining the vesting of the optionAward; and your the Participant’s right to receive shares of Common Stock in settlement of the option Award after termination as an employeeof Service, if any, will be measured by the date of your termination as an employee of the Participant’s active Service and will not be extended by any notice period mandated under the applicable lawLocal Law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider the Participant’s Service has terminated and the effective date of such termination. (b) Notwithstanding anything to the contrary in the Grant Notice, if the Participant is terminated without Cause or resigns for Good Reason, in each case not in connection with a CIC Qualified Termination (each as defined in the Participant’s employment agreement with the Company dated October 22, 2018) and prior to the settlement of the Award, the Participant will vest in a pro rata portion of the next tranche of Restricted Stock Units scheduled to vest hereunder, determined by multiplying the number of unvested Restricted Stock Units in such tranche by a fraction, the numerator of which is the number of full months from the last vesting date (or, if none, the Grant Date) to the date of such termination and the denominator of which is the number of full months from the last vesting date (or, if none, the Grant Date) to the next vesting date. (c) If the Participant incurs a CIC Qualified Termination, all unvested Units will fully vest on the date of such termination. (d) The vesting of the option Award shall cease upon, and no portion of the option Units shall become vested vest following, your the Participant’s termination as an employee or other service-provider of Service for any reason except other than as may set forth in Section 2.2(b) or (c). Further, all unvested Units will be explicitly provided by forfeited and cancelled and the Plan or this Stock Option Agreement. Unless otherwise provided in the Plan or this Stock Option Agreement, the unvested portion of the option at the time of your termination as an employee Participant will not be entitled to any compensation or other service-provider will be forfeitedamount with respect thereto. (ce) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of unless otherwise provided in the PlanPlan and this Agreement. (df) The grant of the option Award is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsAwards, or benefits in lieu of optionsAwards, even if options Awards have been granted repeatedly in the past. (eg) All decisions with respect to future option Award grants, if any, will be at the sole discretion of the Company. (fh) You are The Participant’s participation in the Plan shall not create a right to further Service with any Participating Company and shall not interfere with the ability of any Participating Company to terminate the Participant’s Service at any time, with or without cause, insofar as permitted under Local Law. (i) The Participant is voluntarily participating in the Plan. (gj) The option is Award and resulting shares, if any, are an extraordinary item that does not constitute compensation of any kind for service Service of any kind rendered to the Company (or any Subsidiary)Participating Company, and which is outside the scope of your the Participant’s employment contract, if any. In addition, the option . (k) The Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (hl) In the event that the Participant is not an employee of the Company, the Award grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore the Award grant will not be interpreted to form an employment contract with any other Participating Company. (m) The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. If you obtain the Participant obtains shares upon settlement of the optionAward, the value of those shares may increase or decrease. (in) No In consideration of the grant of an Award, no claim or entitlement to compensation or damages arises from termination of the option Award or diminution in value of the option Award or shares of Common Stock acquired upon settlement of the option Award resulting from your termination of employment or service the Participant’s Service (for any reason whether or not in breach of the local lawLocal Law) and you the Participant irrevocably release releases the Company and each Subsidiary other Participating Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, you the Participant shall be deemed irrevocably to have waived your the Participant’s entitlement to pursue such a claim.

Employment Conditions. In accepting the optionOption, you acknowledge the Participant acknowledges that: (a) Any notice period mandated under any applicable laws Local Law shall not be treated as service Service for the purpose of determining the vesting of the optionOption; and your the Participant's right to receive shares of Common Stock in settlement of exercise the option Option after termination as an employeeof Service, if any, will be measured by the date of your termination as an employee of the Participant's active Service and will not be extended by any notice period mandated under the applicable lawLocal Law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider the Participant's Service has terminated and the effective date of such termination. (b) The vesting of the option shall cease upon, and no portion of the option shall become vested following, your termination as an employee or other service-provider for any reason except as may be explicitly provided by the Plan or this Stock Option Agreement. Unless otherwise provided in the Plan or this Stock Option Agreement, the unvested portion of the option at the time of your termination as an employee or other service-provider will be forfeited. (c) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of unless otherwise provided in the PlanPlan and this Option Agreement. (dc) The grant of the option Option is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsOptions, or benefits in lieu of optionsOptions, even if options Options have been granted repeatedly in the past. (ed) All decisions with respect to future option Option grants, if any, will be at the sole discretion of the Company. (e) The Participant's participation in the Plan shall not create a right to further Service with any Participating Company and shall not interfere with the ability of any Participating Company to terminate the Participant's Service at any time, with or without cause. (f) You are The Participant is voluntarily participating in the Plan. (g) The option Option is an extraordinary item that does not constitute compensation of any kind for service Service of any kind rendered to the Company (or any Subsidiary)Participating Company, and which is outside the scope of your the Participant's employment contract, if any. In addition, the option . (h) The Option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (hi) In the event that the Participant is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore the Option grant will not be interpreted to form an employment contract with any other Participating Company. (j) The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. If you obtain the underlying shares upon settlement of do not increase in value, the optionOption will have no value. If the Participant exercises the Option and obtains shares, the value of those shares acquired upon exercise may increase or decreasedecrease in value, even below the Exercise Price. (ik) No claim or entitlement to compensation or damages arises from termination of the option Option or diminution in value of the option Option or shares of Common Stock acquired upon settlement purchased through exercise of the option Option resulting from your termination of employment or service the Participant's Service (for any reason whether or not in breach of the local lawLocal Law) and you the Participant irrevocably release releases the Company and each Subsidiary other Participating Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, you the Participant shall be deemed irrevocably to have waived your the Participant's entitlement to pursue such a claim.

Employment Conditions. In By accepting the optionAward, you acknowledge the Participant acknowledges and agrees that: (a) Any notice period mandated under any applicable laws Local Law shall not be treated as service Service for the purpose of determining the vesting of the optionAward; and your the Participant’s right to receive shares of Common Stock in settlement of the option Award after termination as an employeeof Service, if any, will be measured by the date of your termination as an employee of the Participant’s active Service and will not be extended by any notice period mandated under the applicable lawLocal Law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider the Participant’s Service has terminated and the effective date of such termination. (b) Notwithstanding anything to the contrary in the Grant Notice, if the Participant is terminated without Cause or resigns for Good Reason, in each case not in connection with a CIC Qualified Termination (each as defined in the Participant’s employment agreement with the Company dated [ ], 201[ ]) and prior to the settlement of the Award, the Participant will vest in a pro rata portion of the next tranche of Restricted Stock Units scheduled to vest hereunder, determined by multiplying the number of unvested Restricted Stock Units in such tranche by a fraction, the numerator of which is the number of full months from the last vesting date (or, if none, the Grant Date) to the date of such termination and the denominator of which is the number of full months from the last vesting date (or, if none, the Grant Date) to the next vesting date. (c) If the Participant incurs a CIC Qualified Termination, all unvested Restricted Stock Units will fully vest on the date of such termination. (d) The vesting of the option Award shall cease upon, and no portion of the option Units shall become vested vest following, your the Participant’s termination as an employee or other service-provider of Service for any reason except other than as may set forth in Section 2.2(b) or (c). Further, all unvested Units will be explicitly provided by forfeited and cancelled and the Plan or this Stock Option Agreement. Unless otherwise provided in the Plan or this Stock Option Agreement, the unvested portion of the option at the time of your termination as an employee Participant will not be entitled to any compensation or other service-provider will be forfeitedamount with respect thereto. (ce) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of unless otherwise provided in the PlanPlan and this Agreement. (df) The grant of the option Award is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsAwards, or benefits in lieu of optionsAwards, even if options Awards have been granted repeatedly in the past. (eg) All decisions with respect to future option Award grants, if any, will be at the sole discretion of the Company. (fh) You are The Participant’s participation in the Plan shall not create a right to further Service with any Participating Company and shall not interfere with the ability of any Participating Company to terminate the Participant’s Service at any time, with or without cause, insofar as permitted under Local Law. (i) The Participant is voluntarily participating in the Plan. (gj) The option is Award and resulting shares, if any, are an extraordinary item that does not constitute compensation of any kind for service Service of any kind rendered to the Company (or any Subsidiary)Participating Company, and which is outside the scope of your the Participant’s employment contract, if any. In addition, the option . (k) The Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (hl) In the event that the Participant is not an employee of the Company, the Award grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore the Award grant will not be interpreted to form an employment contract with any other Participating Company. (m) The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. If you obtain the Participant obtains shares upon settlement of the optionAward, the value of those shares may increase or decrease. (in) No In consideration of the grant of an Award, no claim or entitlement to compensation or damages arises from termination of the option Award or diminution in value of the option Award or shares of Common Stock acquired upon settlement of the option Award resulting from your termination of employment or service the Participant’s Service (for any reason whether or not in breach of the local lawLocal Law) and you the Participant irrevocably release releases the Company and each Subsidiary other Participating Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, you the Participant shall be deemed irrevocably to have waived your the Participant’s entitlement to pursue such a claim.

Employment Conditions. In accepting the optionAward, you acknowledge the Participant acknowledges that: (a) Any notice period mandated under any applicable laws Local Law shall not be treated as service for the purpose of determining the vesting of the optionAward; and your the Participant’s right to receive shares of Common Stock Shares in settlement of the option Award after termination as an employeeTermination of service, if any, will be measured by the date of your termination as an employee Termination of the Participant’s active service and will not be extended by any notice period mandated under the applicable lawLocal Law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider the Participant’s service has terminated Terminated and the effective date of such terminationTermination. (b) The vesting of the option Award shall cease upon, and no portion of the option RSUs shall become vested Vested Shares following, your termination as an employee or other service-provider the Participant’s Termination of service for any reason except as may be explicitly provided by the Plan or this Stock Option Award Agreement. Unless otherwise provided in the Plan or this Stock Option Agreement, the unvested portion of the option at the time of your termination as an employee or other service-provider will be forfeited. (c) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of unless otherwise provided in the PlanPlan and this Award Agreement. (d) The grant of the option Award is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsAwards, or benefits in lieu of optionsAwards, even if options Awards have been granted repeatedly in the past. (e) All decisions with respect to future option Award grants, if any, will be at the sole discretion of the Company. (f) You are The Participant’s participation in the Plan shall not create a right to further service with the Company (or any Parent or Subsidiary) and shall not interfere with the ability of the Company (or any Parent or Subsidiary) to Terminate the Participant’s service at any time, with or without Cause. (g) The Participant is voluntarily participating in the Plan. (gh) The option Award is an extraordinary item that does not constitute compensation of any kind for service of any kind rendered to the Company (or any Parent or Subsidiary), and which is outside the scope of your the Participant’s employment contract, if any. In addition, the option . (i) The Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (hj) In the event that the Participant is not an employee of the Company, the Award will not be interpreted to form an employment contract or relationship with the Company; and furthermore the Award will not be interpreted to form an employment contract with any Parent or Subsidiary. (k) The future value of the underlying shares of Common Stock Shares is unknown and cannot be predicted with certainty. If you obtain shares the Participant obtains Shares upon settlement of the optionAward, the value of those shares Shares may increase or decrease. (il) No claim or entitlement to compensation or damages arises from termination of the option Award or diminution in value of the option Award or shares of Common Stock Shares acquired upon settlement of the option Award resulting from your termination Termination of employment or the Participant’s service (for any reason whether or not in breach of the local lawLocal Law) and you the Participant irrevocably release releases the Company and each Parent and Subsidiary from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing the Notice and accepting this Stock Option Award Agreement, you the Participant shall be deemed irrevocably to have waived your the Participant’s entitlement to pursue such a claim.

Employment Conditions. In By accepting the optionAward, you acknowledge the Participant acknowledges and agrees that: (a) Any notice period mandated under any applicable laws Local Law shall not be treated as service Service for the purpose of determining the vesting of the optionAward; and your the Participant’s right to receive shares of Common Stock in settlement of the option Award after termination as an employeeof Service, if any, will be measured by the date of your termination as an employee of the Participant’s active Service and will not be extended by any notice period mandated under the applicable lawLocal Law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider the Participant’s Service has terminated and the effective date of such termination. (b) Notwithstanding anything to the contrary in the Grant Notice, if the Participant is terminated without Cause or resigns for Good Reason, in each case not in connection with a CIC Qualified Termination (each as defined in the Participant’s employment agreement with the Company) prior to the settlement of the Award, the Participant will remain eligible to vest (determined in accordance with the terms set forth in the Grant Notice) in a pro rata portion of the Restricted Stock Units on the Certification Date following the end of the Performance Period based on actual Company performance, with such pro rata portion determined by multiplying the total number of Restricted Stock Units remaining outstanding and unvested immediately prior to such termination, by a fraction, the numerator of which is the number of full months that the Participant provided continuous Service during the Performance Period, and the denominator of which is the number of full months in the full Performance Period. All Restricted Stock Units in excess of the pro rata portion thereof that remains outstanding in accordance with the immediately preceding sentence shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto. If a Change in Control occurs upon or following such termination and prior to the end of the Performance Period, then the Restricted Stock Units remaining outstanding and unvested immediately prior to the Change in Control (after application of the foregoing provisions of this Section 2.2(b)) shall vest and become nonforfeitable at the target level of achievement (determined in accordance with the Grant Notice) immediately upon the occurrence of the Change in Control and the date that the Change in Control is consummated shall be the Settlement Date for purposes of Section 7 hereof. (c) If the Participant incurs a CIC Qualified Termination, all outstanding and unvested Units (after application of the provisions of Section 9) will fully vest on the date of such termination, and, in the event that the date of such CIC Qualified Termination occurs prior to the occurrence of any Change in Control, the outstanding and unvested Units will vest at the target level of achievement (determined in accordance with the Grant Notice). (d) The vesting of the option Award shall cease upon, and no portion of the option Units shall become vested vest following, your the Participant’s termination as an employee or other service-provider of Service for any reason except other than as may set forth in Section 2.2 (b) or (c). Further, all unvested Units will be explicitly provided by forfeited and cancelled and the Plan or this Stock Option Agreement. Unless otherwise provided in the Plan or this Stock Option Agreement, the unvested portion of the option at the time of your termination as an employee Participant will not be entitled to any compensation or other service-provider will be forfeitedamount with respect thereto. (ce) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of unless otherwise provided in the PlanPlan and this Agreement. (df) The grant of the option Award is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsAwards, or benefits in lieu of optionsAwards, even if options Awards have been granted repeatedly in the past. (eg) All decisions with respect to future option Award grants, if any, will be at the sole discretion of the Company. (fh) You are The Participant’s participation in the Plan shall not create a right to further Service with any Participating Company and shall not interfere with the ability of any Participating Company to terminate the Participant’s Service at any time, with or without Cause, insofar as permitted under Local Law. (i) The Participant is voluntarily participating in the Plan. (gj) The option is Award and resulting shares, if any, are an extraordinary item that does not constitute compensation of any kind for service Service of any kind rendered to the Company (or any Subsidiary)Participating Company, and which is outside the scope of your the Participant’s employment contract, if any. In addition, the option . (k) The Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (hl) In the event that the Participant is not an employee of the Company, the Award grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore the Award grant will not be interpreted to form an employment contract with any other Participating Company. (m) The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. If you obtain the Participant obtains shares upon settlement of the optionAward, the value of those shares may increase or decrease. (in) No In consideration of the grant of an Award, no claim or entitlement to compensation or damages arises from termination of the option Award or diminution in value of the option Award or shares of Common Stock acquired upon settlement of the option Award resulting from your termination of employment or service the Participant’s Service (for any reason whether or not in breach of the local lawLocal Law) and you the Participant irrevocably release releases the Company and each Subsidiary other Participating Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, you the Participant shall be deemed irrevocably to have waived your the Participant’s entitlement to pursue such a claim.

Employment Conditions. In accepting the optionOption, you acknowledge the Participant acknowledges that: (a) Any notice period mandated under any applicable laws Local Law shall not be treated as service Service for the purpose of determining the vesting of the optionOption; and your the Participant’s right to receive shares of Common Stock in settlement of exercise the option Option after termination as an employeeof Service, if any, will be measured by the date of your termination as an employee of the Participant’s active Service and will not be extended by any notice period mandated under the applicable lawLocal Law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider the Participant’s Service has terminated and the effective date of such termination. (b) The vesting of the option shall cease upon, and no portion of the option shall become vested following, your termination as an employee or other service-provider for any reason except as may be explicitly provided by the Plan or this Stock Option Agreement. Unless otherwise provided in the Plan or this Stock Option Agreement, the unvested portion of the option at the time of your termination as an employee or other service-provider will be forfeited. (c) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of unless otherwise provided in the PlanPlan and this Option Agreement. (dc) The grant of the option Option is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsOptions, or benefits in lieu of optionsOptions, even if options Options have been granted repeatedly in the past. (ed) All decisions with respect to future option Option grants, if any, will be at the sole discretion of the Company. (e) The Participant’s participation in the Plan shall not create a right to further Service with any Participating Company and shall not interfere with the ability of any Participating Company to terminate the Participant’s Service at any time, with or without cause. (f) You are The Participant is voluntarily participating in the Plan. (g) The option Option is an extraordinary item that does not constitute compensation of any kind for service Service of any kind rendered to the Company (or any Subsidiary)Participating Company, and which is outside the scope of your the Participant’s employment contract, if any. In addition, the option . (h) The Option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (hi) In the event that the Participant is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore the Option grant will not be interpreted to form an employment contract with any other Participating Company. (j) The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. If you obtain the underlying shares upon settlement of do not increase in value, the optionOption will have no value. If the Participant exercises the Option and obtains shares, the value of those shares acquired upon exercise may increase or decreasedecrease in value, even below the Exercise Price. (ik) No claim or entitlement to compensation or damages arises from termination of the option Option or diminution in value of the option Option or shares of Common Stock acquired upon settlement purchased through exercise of the option Option resulting from your termination of employment or service the Participant’s Service (for any reason whether or not in breach of the local lawLocal Law) and you the Participant irrevocably release releases the Company and each Subsidiary other Participating Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, you the Participant shall be deemed irrevocably to have waived your the Participant’s entitlement to pursue such a claim.

Employment Conditions. In By accepting the optionOption, you acknowledge the Participant acknowledges and agrees that: (a) Any notice period mandated under any applicable laws Local Law shall not be treated as service Service for the purpose of determining the vesting of the optionOption; and your the Participant’s right to receive shares of Common Stock in settlement of exercise the option Option after termination as an employeeof Service, if any, will be measured by the date of your termination as an employee of the Participant’s active Service and will not be extended by any notice period mandated under the applicable lawLocal Law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider the Participant’s Service has terminated and the effective date of such termination. (b) The vesting of the option Option shall cease upon, and no portion of the option shares shall become vested Vested Shares following, your the Participant’s termination as an employee or other service-provider of Service for any reason except as may be explicitly provided by the Plan or this Stock Option Agreement. Unless otherwise provided in the Plan or this Stock Option Agreement, the unvested portion of the option at the time of your termination as an employee or other service-provider will be forfeited. (c) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of unless otherwise provided in the PlanPlan or this Option Agreement. (d) The grant of the option Option is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsOptions, or benefits in lieu of optionsOptions, even if options Options have been granted repeatedly in the past. (e) All decisions with respect to future option Option grants, if any, will be at the sole discretion of the Company. (f) You are The Participant’s participation in the Plan shall not create a right to further Service with any Participating Company and shall not interfere with the ability of any Participating Company to terminate the Participant’s Service at any time, with or without cause, insofar as permitted under Local Law. (g) The Participant is voluntarily participating in the Plan. (gh) The option is Option and resulting shares, if any, are an extraordinary item that does not constitute compensation of any kind for service Service of any kind rendered to the Company (or any Subsidiary)Participating Company, and which is outside the scope of your the Participant’s employment contract, if any. In addition, the option . (i) The Option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (hj) In the event that the Participant is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore the Option grant will not be interpreted to form an employment contract with any other Participating Company. (k) The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. If you obtain the underlying shares upon settlement of do not increase in value, the optionOption will have no value. If the Participant exercises the Option and obtains shares, the value of those shares acquired upon exercise may increase or decreasedecrease in value, even below the Exercise Price. (il) No In consideration of the grant of an Option, no claim or entitlement to compensation or damages arises from termination of the option Option or diminution in value of the option Option or shares of Common Stock acquired upon settlement purchased through exercise of the option Option resulting from your termination of employment or service the Participant’s Service (for any reason whether or not in breach of the local lawLocal Law) and you the Participant irrevocably release releases the Company and each Subsidiary other Participating Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, you the Participant shall be deemed irrevocably to have waived your the Participant’s entitlement to pursue such a claim.

Employment Conditions. In By accepting the optionAward, you acknowledge the Participant acknowledges and agrees that: (a) Any notice period mandated under any applicable laws Local Law shall not be treated as service Service for the purpose of determining the vesting of the optionAward; and your the Participant’s right to receive shares of Common Stock in settlement of the option Award after termination as an employeeof Service, if any, will be measured by the date of your termination as an employee of the Participant’s active Service and will not be extended by any notice period mandated under the applicable lawLocal Law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider the Participant’s Service has terminated and the effective date of such termination. (b) Notwithstanding anything to the contrary in the Grant Notice, if the Participant’s employment is terminated by the Company without Cause or if the Participant resigns for Good Reason, in each case not in connection with a CIC Qualified Termination (each as defined in the Participant’s employment agreement with the Company) and prior to the settlement of the Award, the Participant will vest in a pro rata portion of the next tranche of Restricted Stock Units scheduled to vest hereunder, determined by multiplying the number of unvested Restricted Stock Units in such tranche by a fraction, the numerator of which is the number of full months from the last vesting date (or, if none, the Grant Date) to the date of such termination and the denominator of which is the number of full months from the last vesting date (or, if none, the Grant Date) to the next vesting date. (c) If the Participant incurs a CIC Qualified Termination, all unvested Units will fully vest on the date of such termination. (d) The vesting of the option Award shall cease upon, and no portion of the option Units shall become vested vest following, your the Participant’s termination as an employee or other service-provider of Service for any reason except other than as may set forth in Section 2.2(b) or (c). Further, all unvested Units will be explicitly provided by forfeited and cancelled and the Plan or this Stock Option Agreement. Unless otherwise provided in the Plan or this Stock Option Agreement, the unvested portion of the option at the time of your termination as an employee Participant will not be entitled to any compensation or other service-provider will be forfeitedamount with respect thereto. (ce) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of unless otherwise provided in the PlanPlan and this Agreement. (df) The grant of the option Award is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsAwards, or benefits in lieu of optionsAwards, even if options Awards have been granted repeatedly in the past. (eg) All decisions with respect to future option Award grants, if any, will be at the sole discretion of the Company. (fh) You are The Participant’s participation in the Plan shall not create a right to further Service with any Participating Company and shall not interfere with the ability of any Participating Company to terminate the Participant’s Service at any time, with or without Cause, insofar as permitted under Local Law. (i) The Participant is voluntarily participating in the Plan. (gj) The option is Award and resulting shares, if any, are an extraordinary item that does not constitute compensation of any kind for service Service of any kind rendered to the Company (or any Subsidiary)Participating Company, and which is outside the scope of your the Participant’s employment contract, if any. In addition, the option . (k) The Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (hl) In the event that the Participant is not an employee of the Company, the Award grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore the Award grant will not be interpreted to form an employment contract with any other Participating Company. (m) The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. If you obtain the Participant obtains shares upon settlement of the optionAward, the value of those shares may increase or decrease. (in) No In consideration of the grant of an Award, no claim or entitlement to compensation or damages arises from termination of the option Award or diminution in value of the option Award or shares of Common Stock acquired upon settlement of the option Award resulting from your termination of employment or service the Participant’s Service (for any reason whether or not in breach of the local lawLocal Law) and you the Participant irrevocably release releases the Company and each Subsidiary other Participating Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, you the Participant shall be deemed irrevocably to have waived your the Participant’s entitlement to pursue such a claim.

Employment Conditions. In By accepting the optionAward, you acknowledge the Participant acknowledges and agrees that: (a) Any notice period mandated under any applicable laws Local Law shall not be treated as service Service for the purpose of determining the vesting of the optionAward; and your the Participant’s right to receive shares of Common Stock in settlement of the option Award after termination as an employeeof Service, if any, will be measured by the date of your termination as an employee of the Participant’s active Service and will not be extended by any notice period mandated under the applicable lawLocal Law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider the Participant’s Service has terminated and the effective date of such termination. (b) The vesting of the option Award shall cease upon, and no portion Units shall vest following the Participant’s termination of the option shall become vested following, your termination as an employee or other service-provider Service for any reason except as may be explicitly provided by the Plan or this Stock Option Agreement. Unless otherwise provided in the Plan or this Stock Option Agreement, the unvested portion of the option at the time of your termination as an employee or other service-provider will be forfeited. (c) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of unless otherwise provided in the PlanPlan and this Agreement. (d) The grant of the option Award is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsAwards, or benefits in lieu of optionsAwards, even if options Awards have been granted repeatedly in the past. (e) All decisions with respect to future option Award grants, if any, will be at the sole discretion of the Company. (f) You are The Participant’s participation in the Plan shall not create a right to further Service with any Participating Company and shall not interfere with the ability of any Participating Company to terminate the Participant’s Service at any time, with or without cause, insofar as permitted under Local Law. (g) The Participant is voluntarily participating in the Plan. (gh) The option is Award and resulting shares, if any, are an extraordinary item that does not constitute compensation of any kind for service Service of any kind rendered to the Company (or any Subsidiary)Participating Company, and which is outside the scope of your the Participant’s employment contract, if any. In addition, the option . (i) The Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (hj) In the event that the Participant is not an employee of the Company, the Award grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore the Award grant will not be interpreted to form an employment contract with any other Participating Company. (k) The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. If you obtain the Participant obtains shares upon settlement of the optionAward, the value of those shares may increase or decrease. (il) No In consideration of the grant of an Award, no claim or entitlement to compensation or damages arises from termination of the option Award or diminution in value of the option Award or shares of Common Stock acquired upon settlement of the option Award resulting from your termination of employment or service the Participant’s Service (for any reason whether or not in breach of the local lawLocal Law) and you the Participant irrevocably release releases the Company and each Subsidiary other Participating Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, you the Participant shall be deemed irrevocably to have waived your the Participant’s entitlement to pursue such a claim.

Employment Conditions. In accepting the optionOption, you acknowledge the Optionee acknowledges that: (a) Any notice period mandated under any applicable laws Local Law shall not be treated as service for the purpose of determining the vesting of the optionOption; and your the Optionee’s right to receive shares of Common Stock in settlement of the option Option after termination as an employeeTermination of service, if any, will be measured by the date Termination Date of your termination as an employee the Optionee’s active service and will not be extended by any notice period mandated under the applicable lawLocal Law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider the Optionee’s service has terminated Terminated and the effective date of such terminationTermination Date. (b) The vesting of the option Option shall cease upon, and no portion of the option Shares shall become vested Vested Shares following, your termination as an employee or other service-provider the Optionee’s Termination of service for any reason except as may be explicitly provided by the Plan or this Stock Option Agreement. Unless otherwise provided in the Plan or this Stock Option Agreement, the unvested portion of the option at the time of your termination as an employee or other service-provider will be forfeited. (c) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of unless otherwise provided in the PlanPlan and this Agreement. (d) The grant of the option Option is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsOptions, or benefits in lieu of optionsOptions, even if options Options have been granted repeatedly in the past. (e) All decisions with respect to future option Option grants, if any, will be at the sole discretion of the Company. (f) You are The Optionee is voluntarily participating in the Plan. (g) The option Option is an extraordinary item that does not constitute compensation of any kind for service of any kind rendered to the Company (or any Parent or Subsidiary), and which is outside the scope of your the Optionee’s employment contract, if any. In addition, the option . (h) The Option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (hi) In the event that the Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore the Option grant will not be interpreted to form an employment contract with any Parent or Subsidiary. (j) The future value of the underlying shares of Common Stock Shares is unknown and cannot be predicted with certainty. If you obtain the Optionee obtains shares upon settlement of the optionOption, the value of those shares may increase or decrease. (ik) No claim or entitlement to compensation or damages arises from termination Termination of the option Option or diminution in value of the option Option or shares of Common Stock acquired upon settlement of the option Option resulting from your termination Termination of employment or the Optionee’s service (for any reason whether or not in breach of the local lawLocal Law) and you the Optionee irrevocably release releases the Company and each Parent and Subsidiary from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, you the Optionee shall be deemed irrevocably to have waived your the Optionee’s entitlement to pursue such a claim.

Employment Conditions. In accepting the optionOption, you acknowledge the Participant acknowledges that: (ai) Any notice period mandated under any applicable laws Local Law shall not be treated as service Service for the purpose of determining the vesting of the optionOption; and your the Participant’s right to receive shares of Common Stock in settlement of exercise the option Option after termination as an employeeof Service, if any, will be measured by the date of your termination as an employee of the Participant’s active Service and will not be extended by any notice period mandated under the applicable lawLocal Law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider the Participant’s Service has terminated and the effective date of such termination. (bii) The vesting of the option Option shall cease upon, and no portion of the option shares shall become vested shares following, your the Participant’s termination as an employee or other service-provider of Service for any reason except as may be explicitly provided by the Plan or this Stock Option Agreement. Unless otherwise provided in the Plan or this Stock Option Agreement, the unvested portion of the option at the time of your termination as an employee or other service-provider will be forfeited. (ciii) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of unless otherwise provided in the PlanPlan and this Agreement. (div) The grant of the option Option is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsOptions, or benefits in lieu of optionsOptions, even if options Options have been granted repeatedly in the past. (ev) All decisions with respect to future option Option grants, if any, will be at the sole discretion of the Company. (fvi) You are The Participant’s participation in the Plan shall not create a right to further Service with the Company or any Subsidiary and shall not interfere with the ability of the Company or any Subsidiary to terminate the Participant’s Service at any time, with or without cause. (vii) The Participant is voluntarily participating in the Plan. (gviii) The option Option is an extraordinary item that does not constitute compensation of any kind for service Service of any kind rendered to the Company (or any Subsidiary), and which is outside the scope of your the Participant’s employment contract, if any. In addition, the option . (ix) The Option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (hx) If the Participant is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore the Option grant will not be interpreted to form an employment contract with any Subsidiary. (xi) The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. If you obtain the underlying shares upon settlement of do not increase in value, the optionOption will have no value. If the Participant exercises the Option and obtains shares, the value of those shares acquired upon exercise may increase or decreasedecrease in value, even below the Exercise Price. (ixii) No claim or entitlement to compensation or damages arises from termination of the option Option or diminution in value of the option Option or shares of Common Stock acquired upon settlement purchased through exercise of the option Option resulting from your termination of employment or service the Participant’s Service (for any reason whether or not in breach of the local lawLocal Law) and you the Participant irrevocably release releases the Company and each Subsidiary from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, you the Participant shall be deemed irrevocably to have waived your the Participant’s entitlement to pursue such a claim. (xiii) Neither the Company nor any Subsidiary is providing any tax, legal or financial advice to the Participant in connection with the Option, nor is the Company or any Subsidiary making any recommendation regarding the Participant’s participation in the Plan or the Participant’s acquisition or sale of the shares of Common Stock underlying the Option.

Employment Conditions. In By accepting the optionAward, you acknowledge the Participant acknowledges and agrees that: (a) Any notice period mandated under any applicable laws Local Law shall not be treated as service Service for the purpose of determining the vesting of the optionAward; and your the Participant’s right to receive shares of Common Stock in settlement of the option Award after termination as an employeeof Service, if any, will be measured by the date of your termination as an employee of the Participant’s active Service and will not be extended by any notice period mandated under the applicable lawLocal Law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider the Participant’s Service has terminated and the effective date of such termination. (b) Notwithstanding anything to the contrary in the Grant Notice, if the Participant is terminated without Cause or resigns for Good Reason, in each case not in connection with a CIC Qualified Termination (each as defined in the Participant’s employment agreement with the Company dated October 22, 2018) prior to the settlement of the Award, the Participant will remain eligible to vest (determined in accordance with the terms set forth in the Grant Notice) in a pro rata portion of the Restricted Stock Units on the Certification Date, determined by multiplying the total number of Restricted Stock Units remaining outstanding and unvested immediately prior to such termination by a fraction, the numerator of which is the number of full months that the Participant provided continuous Service during the Performance Period, and the denominator of which is the number of full months in the full Performance Period. All Restricted Stock Units in excess of the pro rata portion thereof that remains outstanding in accordance with the immediately preceding sentence shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto. If a Change in Control occurs upon or following such termination and prior to the end of the Performance Period, then the Restricted Stock Units remaining outstanding and unvested immediately prior to the Change in Control (after application of the foregoing provisions of this Section 2.2(b)) shall vest and become non-forfeitable at the target level of achievement (determined in accordance with the Grant Notice) immediately upon the occurrence of the Change in Control. (c) If the Participant incurs a CIC Qualified Termination, all outstanding and unvested Units (after application of the provisions of Section 9) will fully vest on the date of such termination. (d) The vesting of the option Award shall cease upon, and no portion of the option Units shall become vested vest following, your the Participant’s termination as an employee or other service-provider of Service for any reason except other than as may set forth in Section 2.2 (b) or (c). Further, all unvested Units will be explicitly provided by forfeited and cancelled and the Plan or this Stock Option Agreement. Unless otherwise provided in the Plan or this Stock Option Agreement, the unvested portion of the option at the time of your termination as an employee Participant will not be entitled to any compensation or other service-provider will be forfeitedamount with respect thereto. (ce) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of unless otherwise provided in the PlanPlan and this Agreement. (df) The grant of the option Award is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsAwards, or benefits in lieu of optionsAwards, even if options Awards have been granted repeatedly in the past. (eg) All decisions with respect to future option Award grants, if any, will be at the sole discretion of the Company. (fh) You are The Participant’s participation in the Plan shall not create a right to further Service with any Participating Company and shall not interfere with the ability of any Participating Company to terminate the Participant’s Service at any time, with or without cause, insofar as permitted under Local Law. (i) The Participant is voluntarily participating in the Plan. (gj) The option is Award and resulting shares, if any, are an extraordinary item that does not constitute compensation of any kind for service Service of any kind rendered to the Company (or any Subsidiary)Participating Company, and which is outside the scope of your the Participant’s employment contract, if any. In addition, the option . (k) The Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (hl) In the event that the Participant is not an employee of the Company, the Award grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore the Award grant will not be interpreted to form an employment contract with any other Participating Company. (m) The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. If you obtain the Participant obtains shares upon settlement of the optionAward, the value of those shares may increase or decrease. (in) No In consideration of the grant of an Award, no claim or entitlement to compensation or damages arises from termination of the option Award or diminution in value of the option Award or shares of Common Stock acquired upon settlement of the option Award resulting from your termination of employment or service the Participant’s Service (for any reason whether or not in breach of the local lawLocal Law) and you the Participant irrevocably release releases the Company and each Subsidiary other Participating Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, you the Participant shall be deemed irrevocably to have waived your the Participant’s entitlement to pursue such a claim.

Employment Conditions. In accepting the optionAward, you acknowledge the Participant acknowledges that: (a) Any notice period mandated under any applicable laws Local Law shall not be treated as service Service for the purpose of determining the vesting of the optionAward; and your the Participant’s right to receive shares of Common Stock in settlement of the option Award after termination as an employeeof Service, if any, will be measured by the date of your termination as an employee of the Participant’s active Service and will not be extended by any notice period mandated under the applicable lawLocal Law. Subject to the foregoing and the provisions of the 2 Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider the Participant’s Service has terminated and the effective date of such termination. (b) The vesting of the option Award shall cease upon, and no portion of the option Units shall become vested Vested Units following, your the Participant’s termination as an employee or other service-provider of Service for any reason except as may be explicitly provided by the Plan or this Stock Option Agreement. Unless otherwise provided in the Plan or this Stock Option Agreement, the unvested portion of the option at the time of your termination as an employee or other service-provider will be forfeited. (c) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of unless otherwise provided in the PlanPlan and this Agreement. (d) The grant of the option Award is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsAwards, or benefits in lieu of optionsAwards, even if options Awards have been granted repeatedly in the past. (e) All decisions with respect to future option Award grants, if any, will be at the sole discretion of the Company. (f) You are The Participant’s participation in the Plan shall not create a right to further Service with any Participating Company and shall not interfere with the ability of with any Participating Company to terminate the Participant’s Service at any time, with or without cause. (g) The Participant is voluntarily participating in the Plan. (gh) The option Award is an extraordinary item that does not constitute compensation of any kind for service Service of any kind rendered to the Company (or any Subsidiary)Participating Company, and which is outside the scope of your the Participant’s employment contract, if any. In addition, the option . (i) The Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (hj) In the event that the Participant is not an employee of the Company, the Award grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore the Award grant will not be interpreted to form an employment contract with any other Participating Company. (k) The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. If you obtain the Participant obtains shares upon settlement of the optionAward, the value of those shares may increase or decrease. (il) No claim or entitlement to compensation or damages arises from termination of the option Award or diminution in value of the option Award or shares of Common Stock acquired upon settlement of the option Award resulting from your termination of employment or service the Participant’s Service (for any reason whether or not in breach of the local lawLocal Law) and you the Participant irrevocably release releases the Company and each Subsidiary other Participating Company from any such claim that may arise. If, notwithstanding the foregoing, 3 any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, you the Participant shall be deemed irrevocably to have waived your the Participant’s entitlement to pursue such a claim.

Employment Conditions. In By accepting the optionAward, you acknowledge the Participant acknowledges and agrees that: (a) Any notice period mandated under any applicable laws Local Law shall not be treated as service Service for the purpose of determining the vesting of the optionAward; and your the Participant’s right to receive shares of Common Stock in settlement of the option Award after termination as an employeeof Service, if any, will be measured by the date of your termination as an employee of the Participant’s active Service and will not be extended by any notice period mandated under the applicable lawLocal Law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider the Participant’s Service has terminated and the effective date of such termination. (b) Notwithstanding anything to the contrary in the Grant Notice, if the Participant is terminated without Cause or resigns for Good Reason, in each case not in connection with a CIC Qualified Termination (each as defined in the Participant’s employment agreement with the Company) prior to the settlement of the Award, the Participant will remain eligible to vest (determined in accordance with the terms set forth in the Grant Notice) in a pro rata portion of the Restricted Stock Units on the Certification Date following the end of the Performance Period based on actual Company performance, with such pro rata portion determined by multiplying the total number of Restricted Stock Units remaining outstanding and unvested immediately prior to such termination by a fraction, the numerator of which is the number of full months that the Participant provided continuous Service during the Performance Period, and the denominator of which is the number of full months in the full Performance Period. All Restricted Stock Units in excess of the pro rata portion thereof that remains outstanding in accordance with the immediately preceding sentence shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto. If a Change in Control occurs upon or following such termination and prior to the end of the Performance Period, then the portion of the Restricted Stock Units remaining outstanding and unvested immediately prior to the Change in Control (after application of the foregoing provisions of this Section 2.2(b)) that are eligible to vest and become nonforfeitable (“CIC Post-Termination Units”) will be determined as of the date of the Change in Control in accordance with Exhibit A to the Grant Notice and the date of the Change in Control will serve as the last day of the Performance Period for purposes of such determination. The CIC Post-Termination Units, if any, will vest immediately upon the occurrence of the Change in Control and the date that the Change in Control is consummated shall be the Settlement Date for purposes of Section 7 hereof. (c) If the Participant incurs a CIC Qualified Termination, all outstanding and unvested Units (after application of the provisions of Section 9) will fully vest on the date of such termination, and, in the event that the date of such CIC Qualified Termination occurs prior to the occurrence of any Change in Control, the number of vested Units will be determined by the level of actual performance through the date of such CIC Qualified Termination. (d) The vesting of the option Award shall cease upon, and no portion of the option Units shall become vested vest following, your the Participant’s termination as an employee or other service-provider of Service for any reason except other than as may set forth in Section 2.2 (b) or (c). Further, all unvested Units will be explicitly provided by forfeited and cancelled and the Plan or this Stock Option Agreement. Unless otherwise provided in the Plan or this Stock Option Agreement, the unvested portion of the option at the time of your termination as an employee Participant will not be entitled to any compensation or other service-provider will be forfeitedamount with respect thereto. (ce) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of unless otherwise provided in the PlanPlan and this Agreement. (df) The grant of the option Award is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsAwards, or benefits in lieu of optionsAwards, even if options Awards have been granted repeatedly in the past. (eg) All decisions with respect to future option Award grants, if any, will be at the sole discretion of the Company. (fh) You are The Participant’s participation in the Plan shall not create a right to further Service with any Participating Company and shall not interfere with the ability of any Participating Company to terminate the Participant’s Service at any time, with or without Cause, insofar as permitted under Local Law. (i) The Participant is voluntarily participating in the Plan. (gj) The option is Award and resulting shares, if any, are an extraordinary item that does not constitute compensation of any kind for service Service of any kind rendered to the Company (or any Subsidiary)Participating Company, and which is outside the scope of your the Participant’s employment contract, if any. In addition, the option . (k) The Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (hl) In the event that the Participant is not an employee of the Company, the Award grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore the Award grant will not be interpreted to form an employment contract with any other Participating Company. (m) The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. If you obtain the Participant obtains shares upon settlement of the optionAward, the value of those shares may increase or decrease. (in) No In consideration of the grant of an Award, no claim or entitlement to compensation or damages arises from termination of the option Award or diminution in value of the option Award or shares of Common Stock acquired upon settlement of the option Award resulting from your termination of employment or service the Participant’s Service (for any reason whether or not in breach of the local lawLocal Law) and you the Participant irrevocably release releases the Company and each Subsidiary other Participating Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, you the Participant shall be deemed irrevocably to have waived your the Participant’s entitlement to pursue such a claim.

Employment Conditions. In By accepting the optionAward, you acknowledge the Participant acknowledges and agrees that: (a) Any notice period mandated under any applicable laws Local Law shall not be treated as service Service for the purpose of determining the vesting of the optionAward; and your the Participant’s right to receive shares of Common Stock in settlement of the option Award after termination as an employeeof Service, if any, will be measured by the date of your termination as an employee of the Participant’s active Service and will not be extended by any notice period mandated under the applicable lawLocal Law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider the Participant’s Service has terminated and the effective date of such termination. (b) Notwithstanding anything to the contrary in the Grant Notice, if the Participant is terminated without Cause or resigns for Good Reason, in each case not in connection with a CIC Qualified Termination (each as defined in the Participant’s employment agreement with the Company dated [__], 2018) prior to the settlement of the Award, the Participant will remain eligible to vest (determined in accordance with the terms set forth in the Grant Notice) in a pro rata portion of the Restricted Stock Units on the Certification Date, determined by multiplying the total number of Restricted Stock Units remaining outstanding and unvested immediately prior to such termination by a fraction, the numerator of which is the number of full months that the Participant provided continuous Service during the Performance Period, and the denominator of which is the number of full months in the full Performance Period. All Restricted Stock Units in excess of the pro rata portion thereof that remains outstanding in accordance with the immediately preceding sentence shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto. If a Change in Control occurs upon or following such termination and prior to the end of the Performance Period, then the Restricted Stock Units remaining outstanding and unvested immediately prior to the Change in Control (after application of the foregoing provisions of this Section 2.2(b)) shall vest and become non-forfeitable at the target level of achievement (determined in accordance with the Grant Notice) immediately upon the occurrence of the Change in Control. (c) If the Participant incurs a CIC Qualified Termination, all outstanding and unvested Units (after application of the provisions of Section 9) will fully vest on the date of such termination. (d) The vesting of the option Award shall cease upon, and no portion of the option Units shall become vested vest following, your the Participant’s termination as an employee or other service-provider of Service for any reason except other than as may set forth in Section 2.2 (b) or (c). Further, all unvested Units will be explicitly provided by forfeited and cancelled and the Plan or this Stock Option Agreement. Unless otherwise provided in the Plan or this Stock Option Agreement, the unvested portion of the option at the time of your termination as an employee Participant will not be entitled to any compensation or other service-provider will be forfeitedamount with respect thereto. (ce) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of unless otherwise provided in the PlanPlan and this Agreement. (df) The grant of the option Award is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsAwards, or benefits in lieu of optionsAwards, even if options Awards have been granted repeatedly in the past. (eg) All decisions with respect to future option Award grants, if any, will be at the sole discretion of the Company. (fh) You are The Participant’s participation in the Plan shall not create a right to further Service with any Participating Company and shall not interfere with the ability of any Participating Company to terminate the Participant’s Service at any time, with or without cause, insofar as permitted under Local Law. (i) The Participant is voluntarily participating in the Plan. (gj) The option is Award and resulting shares, if any, are an extraordinary item that does not constitute compensation of any kind for service Service of any kind rendered to the Company (or any Subsidiary)Participating Company, and which is outside the scope of your the Participant’s employment contract, if any. In addition, the option . (k) The Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (hl) In the event that the Participant is not an employee of the Company, the Award grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore the Award grant will not be interpreted to form an employment contract with any other Participating Company. (m) The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. If you obtain the Participant obtains shares upon settlement of the optionAward, the value of those shares may increase or decrease. (in) No In consideration of the grant of an Award, no claim or entitlement to compensation or damages arises from termination of the option Award or diminution in value of the option Award or shares of Common Stock acquired upon settlement of the option Award resulting from your termination of employment or service the Participant’s Service (for any reason whether or not in breach of the local lawLocal Law) and you the Participant irrevocably release releases the Company and each Subsidiary other Participating Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, you the Participant shall be deemed irrevocably to have waived your the Participant’s entitlement to pursue such a claim.

Employment Conditions. In By accepting the optionAward, you acknowledge the Participant acknowledges and agrees that: (a) Any notice period mandated under any applicable laws Local Law shall not be treated as service Service for the purpose of determining the vesting of the optionAward; and your the Participant’s right to receive shares of Common Stock in settlement of the option Award after termination as an employeeof Service, if any, will be measured by the date of your termination as an employee of the Participant’s active Service and will not be extended by any notice period mandated under the applicable lawLocal Law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider the Participant’s Service has terminated and the effective date of such termination. (b) Notwithstanding anything to the contrary in the Grant Notice, if the Participant is terminated without Cause or resigns for Good Reason (each as defined in the Participant’s employment agreement with the Company dated April 26, 2018) prior to the settlement of the Award, the Participant will remain eligible to vest (determined in accordance with the terms set forth in the Grant Notice) in a pro rata portion of the Restricted Stock Units on the Certification Date, determined by multiplying the total number of Restricted Stock Units remaining outstanding and unvested immediately prior to such termination by a fraction, the numerator of which is the number of full months that the Participant provided continuous Service during the Performance Period, and the denominator of which is the number of full months in the full Performance Period. All Restricted Stock Units in excess of the pro rata portion thereof that remains outstanding in accordance with the immediately preceding sentence shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto. If a Change in Control occurs upon or following such termination and prior to the end of the Performance Period, then the Restricted Stock Units remaining outstanding and unvested immediately prior to the Change in Control (after application of the foregoing provisions of this Section 2.2(b)) shall vest and become non-forfeitable at the target level of achievement (determined in accordance with the Grant Notice) immediately upon the occurrence of the Change in Control and the date that the Change in Control is consummated shall be the Settlement Date for purposes of Section 7 hereof. (c) The vesting of the option Award shall cease upon, and no portion of the option Units shall become vested vest following, your the Participant’s termination as an employee or other service-provider of Service for any reason except other than as may set forth in Section 2.2 (b). Further, all unvested Units will be explicitly provided by forfeited and cancelled and the Plan or this Stock Option Agreement. Unless otherwise provided in the Plan or this Stock Option Agreement, the unvested portion of the option at the time of your termination as an employee Participant will not be entitled to any compensation or other service-provider will be forfeitedamount with respect thereto. (cd) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of unless otherwise provided in the PlanPlan and this Agreement. (de) The grant of the option Award is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsAwards, or benefits in lieu of optionsAwards, even if options Awards have been granted repeatedly in the past. (ef) All decisions with respect to future option Award grants, if any, will be at the sole discretion of the Company. (fg) You are The Participant’s participation in the Plan shall not create a right to further Service with any Participating Company and shall not interfere with the ability of any Participating Company to terminate the Participant’s Service at any time, with or without cause, insofar as permitted under Local Law. (h) The Participant is voluntarily participating in the Plan. (gi) The option is Award and resulting shares, if any, are an extraordinary item that does not constitute compensation of any kind for service Service of any kind rendered to the Company (or any Subsidiary)Participating Company, and which is outside the scope of your the Participant’s employment contract, if any. In addition, the option . (j) The Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (hk) In the event that the Participant is not an employee of the Company, the Award grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore the Award grant will not be interpreted to form an employment contract with any other Participating Company. (l) The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. If you obtain the Participant obtains shares upon settlement of the optionAward, the value of those shares may increase or decrease. (im) No In consideration of the grant of an Award, no claim or entitlement to compensation or damages arises from termination of the option Award or diminution in value of the option Award or shares of Common Stock acquired upon settlement of the option Award resulting from your termination of employment or service the Participant’s Service (for any reason whether or not in breach of the local lawLocal Law) and you the Participant irrevocably release releases the Company and each Subsidiary other Participating Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, you the Participant shall be deemed irrevocably to have waived your the Participant’s entitlement to pursue such a claim.

Employment Conditions. In By accepting the optionAward, you acknowledge the Participant acknowledges and agrees that: (a) Any notice period mandated under any applicable laws Local Law shall not be treated as service Service for the purpose of determining the vesting of the optionAward; and your the Participant’s right to receive shares of Common Stock in settlement of the option Award after termination as an employeeof Service, if any, will be measured by the date of your termination as an employee of the Participant’s active Service and will not be extended by any notice period mandated under the applicable lawLocal Law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider the Participant’s Service has terminated and the effective date of such termination. (b) Notwithstanding anything to the contrary in the Grant Notice, if the Participant is terminated without Cause or resigns for Good Reason, in each case not in connection with a CIC Qualified Termination (each as defined in the Participant’s employment agreement with the Company dated October 22, 2018) prior to the settlement of the Award, the Participant will remain eligible to vest (determined in accordance with the terms set forth in the Grant Notice) in a pro rata portion of the Restricted Stock Units on the Certification Date, determined by multiplying the total number of Restricted Stock Units remaining outstanding and unvested immediately prior to such termination by a fraction, the numerator of which is the number of full months that the Participant provided continuous Service during the Performance Period, and the denominator of which is the number of full months in the full Performance Period. All Restricted Stock Units in excess of the pro rata portion thereof that remains outstanding in accordance with the immediately preceding sentence shall immediately be forfeited and cancelled, and the Participant shall not be entitled to any compensation or other amount with respect thereto. If a Change in Control occurs upon or following such termination and prior to the end of the Performance Period, then the portion of the Restricted Stock Units remaining outstanding and unvested immediately prior to the Change in Control (after application of the foregoing provisions of this Section 2.2(b)) that are eligible to vest and become non-forfeitable (“CIC Post-Termination Units”) will be determined as of the date of the Change in Control in accordance with Exhibit A to the Grant Notice and the date of the Change in Control will serve as the last day of the Performance Period for purposes of such determination. The CIC Post-Termination Units, if any, will vest immediately upon the occurrence of the Change in Control. (c) If the Participant incurs a CIC Qualified Termination, all outstanding and unvested Units (after application of the provisions of Section 9) will fully vest on the date of such termination. (d) The vesting of the option Award shall cease upon, and no portion of the option Units shall become vested vest following, your the Participant’s termination as an employee or other service-provider of Service for any reason except other than as may set forth in Section 2.2 (b) or (c). Further, all unvested Units will be explicitly provided by forfeited and cancelled and the Plan or this Stock Option Agreement. Unless otherwise provided in the Plan or this Stock Option Agreement, the unvested portion of the option at the time of your termination as an employee Participant will not be entitled to any compensation or other service-provider will be forfeitedamount with respect thereto. (ce) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of unless otherwise provided in the PlanPlan and this Agreement. (df) The grant of the option Award is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsAwards, or benefits in lieu of optionsAwards, even if options Awards have been granted repeatedly in the past. (eg) All decisions with respect to future option Award grants, if any, will be at the sole discretion of the Company. (fh) You are The Participant’s participation in the Plan shall not create a right to further Service with any Participating Company and shall not interfere with the ability of any Participating Company to terminate the Participant’s Service at any time, with or without cause, insofar as permitted under Local Law. (i) The Participant is voluntarily participating in the Plan. (gj) The option is Award and resulting shares, if any, are an extraordinary item that does not constitute compensation of any kind for service Service of any kind rendered to the Company (or any Subsidiary)Participating Company, and which is outside the scope of your the Participant’s employment contract, if any. In addition, the option . (k) The Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (hl) In the event that the Participant is not an employee of the Company, the Award grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore the Award grant will not be interpreted to form an employment contract with any other Participating Company. (m) The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty. If you obtain the Participant obtains shares upon settlement of the optionAward, the value of those shares may increase or decrease. (in) No In consideration of the grant of an Award, no claim or entitlement to compensation or damages arises from termination of the option Award or diminution in value of the option Award or shares of Common Stock acquired upon settlement of the option Award resulting from your termination of employment or service the Participant’s Service (for any reason whether or not in breach of the local lawLocal Law) and you the Participant irrevocably release releases the Company and each Subsidiary other Participating Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, you the Participant shall be deemed irrevocably to have waived your the Participant’s entitlement to pursue such a claim.

Employment Conditions. In accepting the optionAward, you acknowledge the Participant acknowledges that: (a) Any notice period mandated under any applicable laws Local Law shall not be treated as service Service for the purpose of determining the vesting of the option; and your right to receive shares of Common Stock in settlement of the option after termination as an employee, if any, will be measured by the date of your termination as an employee and will not be extended by any notice period mandated under the applicable lawAward. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider the Participant’s Service has terminated and the effective date of such termination. (b) The vesting of the option shall cease upon, and no portion of the option shall become vested following, your termination as an employee or other service-provider for any reason except as may be explicitly provided by the Plan or this Stock Option Agreement. Unless otherwise provided in the Plan or this Stock Option Agreement, the unvested portion of the option at the time of your termination as an employee or other service-provider will be forfeited. (c) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of unless otherwise provided in the PlanPlan and this Agreement. (dc) The grant of the option Award is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsAwards, or benefits in lieu of optionsAwards, even if options Awards have been granted repeatedly in the past. (ed) All decisions with respect to future option grantsgrants of Awards, if any, will be at the sole discretion of the Company. (e) The Participant’s participation in the Plan shall not create a right to further Service with any Participating Company and shall not interfere with the ability of any Participating Company to terminate the Participant’s Service at any time, with or without cause. (f) You are The Participant is voluntarily participating in the Plan. (g) The option Award is an extraordinary item that does not constitute compensation of any kind for service Service of any kind rendered to the Company (or any Subsidiary)Participating Company, and which is outside the scope of your the Participant’s employment contract, if any. In addition, the option . (h) The Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (hi) In the event that the Participant is not an employee of the Company, the grant of the Award will not be interpreted to form an employment contract or relationship with the Company; and furthermore the grant of the Award will not be interpreted to form an employment contract with any other Participating Company. (j) The future value of the underlying shares of Common Stock Units is unknown and cannot be predicted with certainty. If you obtain shares upon settlement of the optionUnits do not increase in value, the value of those shares may increase or decreaseAward will have no value. (ik) No claim or entitlement to compensation or damages arises from termination of the option Award or diminution in value of the option or shares of Common Stock acquired upon settlement Units resulting from termination of the option resulting from your termination of employment or service Participant’s Service (for any reason whether or not in breach of the local lawLocal Law) and you the Participant irrevocably release releases the Company and each Subsidiary other Participating Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, you the Participant shall be deemed irrevocably to have waived your the Participant’s entitlement to pursue such a claim.

Employment Conditions. In By accepting the optionAward, you acknowledge the Participant acknowledges and agrees that: (a) Any notice period mandated under any applicable laws Local Law shall not be treated as service Service for the purpose of determining the vesting of the optionAward; and your the Participant’s right to receive shares of Common Stock vest in settlement of the option Shares after termination as an employeeof Service, if any, will be measured by the date of your termination as an employee of the Participant’s active Service and will not be extended by any notice period mandated under the applicable lawLocal Law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether your status as an employee or other service-provider the Participant’s Service has terminated and the effective date of such termination. (b) The vesting of the option Award shall cease upon, and no portion Shares shall vest following the Participant’s termination of the option shall become vested following, your termination as an employee or other service-provider Service for any reason except as may be explicitly provided by the Plan or this Stock Option Agreement. Unless otherwise provided in the Plan or this Stock Option Agreement, the unvested portion of the option at the time of your termination as an employee or other service-provider will be forfeited. (c) The Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, subject to Section 8.6.5 of unless otherwise provided in the PlanPlan and this Agreement. (d) The grant of the option Award is voluntary and occasional and does not create any contractual or other right to receive future grants of optionsAwards, or benefits in lieu of optionsAwards, even if options Awards have been granted repeatedly in the past. (e) All decisions with respect to future option Award grants, if any, will be at the sole discretion of the Company. (f) You are The Participant’s participation in the Plan shall not create a right to further Service with any Participating Company and shall not interfere with the ability of any Participating Company to terminate the Participant’s Service at any time, with or without cause, insofar as permitted under Local Law. (g) The Participant is voluntarily participating in the Plan. (gh) The option is Award and the Shares are an extraordinary item that does not constitute compensation of any kind for service Service of any kind rendered to the Company (or any Subsidiary)Participating Company, and which is outside the scope of your the Participant’s employment contract, if any. In addition, the option . (i) The Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (hj) In the event that the Participant is not an employee of the Company, the Award grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore the Award grant will not be interpreted to form an employment contract with any other Participating Company. (k) The future value of the underlying shares of Common Stock Shares is unknown and cannot be predicted with certainty. If you obtain shares upon settlement of the option, the The value of those shares Shares may increase or decrease. (il) No In consideration of the grant of an Award, no claim or entitlement to compensation or damages arises from termination of the option Award or diminution in value of the option or shares of Common Stock acquired upon settlement Shares resulting from termination of the option resulting from your termination of employment or service Participant’s Service (for any reason whether or not in breach of the local lawLocal Law) and you the Participant irrevocably release releases the Company and each Subsidiary other Participating Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Stock Option Agreement, you the Participant shall be deemed irrevocably to have waived your the Participant’s entitlement to pursue such a claim.