Common use of Equity Grants Clause in Contracts

Equity Grants. The Employee shall be granted as soon as practicable on or after the Effective Date, a stock option to purchase 734,900 shares of the Company’s common stock (the “Option”) (which option shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) pursuant to the Company’s 2011 Employee, Director and Consultant Equity Incentive Plan (the “Plan”). The Option shall be granted with an exercise price equal to the fair market value of the Company’s common stock on the date of grant. Twenty-Five percent (25%) of the Option shall be vested one year from the Effective Date and the remaining portion of such Option shall vest in equal monthly installments over a thirty-six (36) month period commencing on the first day of the month one year following the Effective Date, subject to continued employment by the Company. Notwithstanding the foregoing, in connection with a Change of Control (as defined in the Plan) or if a termination of the Employee occurs within two (2) months prior thereto, then the vesting of all equity then owned by the Employee shall accelerate with respect to one hundred percent (100%) of the unvested shares. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value of the Company’s common stock so as to provide no additional benefit to the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective as of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Plan.

Equity Grants. (i) The Employee shall Executive will be granted eligible to participate in the Group’s long-term equity incentive plans (the “Equity Incentive Plans”) in accordance with their applicable terms and to the extent determined by the Board (or a committee designated by the Board) in its sole discretion. (ii) Notwithstanding the applicable terms of any Equity Incentive Plan or related award to the contrary, in the event of a Notice (as soon as practicable on defined below) of a termination without Cause by the Company of the Executive's employment or the Executive's resignation from his employment for Good Reason (each a “Qualifying Termination”) and subject to the Executive’s execution and non-revocation of a general release of claims in favor of and in a form and manner satisfactory to the Company (the “Release”; such notice, the “Notice Release”; and the effective date of the Release, the “Release Effective Date”) within the time period described in the Notice Release, which will in no event be less than twenty-one (21) days after the date of the Notice or more than sixty (60) days following the date of the Notice (provided, however, if the Executive requests a one-week extension to review the Release, it will be granted), the vesting of all options to purchase shares of Parent (“Options”), restricted share units, performance share units and any other equity awards relating to shares of Parent (collectively, “Equity Awards”) that would have vested if the Executive’s employment had continued for eighteen (18) months from the Release Effective Date shall accelerate in full upon the effectiveness of the Release; provided that, for purposes of determining the level of acceleration of any performance-based Equity Awards (“Performance-Based Equity Awards”), such Performance-Based Equity Awards will accelerate and vest as of the Release Effective Date as follows: (A) To the extent any applicable performance period with respect to a Performance-Based Equity Award has been completed at the time of such Release Effective Date, a stock option to purchase 734,900 shares the applicable portion of the Company’s common stock Performance-Based Equity Award shall vest based upon the actual level of attainment; (B) To the “Option”extent any applicable performance period with respect to a Performance-Based Equity Award would be completed during the eighteen (18) (which option shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) pursuant to the Company’s 2011 Employee, Director and Consultant Equity Incentive Plan (the “Plan”). The Option shall be granted with an exercise price equal to the fair market value of the Company’s common stock on month period following the date of grant. Twenty-Five percent (25%) the Release Effective Date, the applicable portion of the Option shall be vested one year from the Effective Date and the remaining portion of such Option Performance-Based Equity Award shall vest in equal monthly installments over based upon the target level of attainment; and (C) To the extent any applicable performance period with respect to a thirtyPerformance-six Based Equity Award would not be completed until after the eighteen (3618) month period commencing on following the first day date of the month one year following the Release Effective Date, subject no accelerated vesting shall occur with respect to continued employment by such applicable portion of the CompanyPerformance-Based Equity Award. Notwithstanding the foregoing, in connection with the event the Notice of such Qualifying Termination occurs during the 24-month period immediately following a Change in Control, all such Equity Awards shall accelerate in full as of Control the effectiveness of the Notice Release, with the vesting of any Performance-Based Equity Awards determined in the same manner as specified in Section 2(c)(iv) below as if the date of such Notice were the date of a termination due to death or Disability. (iii) In addition, in the event of such Qualifying Termination, and subject to the Executive’s execution and non-revocation of a general release of claims in favor of and in a commercially reasonable form and manner satisfactory to the Company (the “Separation Release”) within the time period described in the Separation Release, which will in no event be more than sixty (60) days following the date of such Qualifying Termination, the period of time in which the Executive may exercise all then-vested outstanding Options shall be increased to twelve (12) months following the end of the Qualifying Termination Notice Period (as defined in below) (or the Planexpiration of the Option, if earlier). For the avoidance of doubt, any vested Options shall remain outstanding during the Qualifying Termination Notice Period, subject to expiration upon the original expiration date of such Options. (iv) or if In the event of a termination of due to the Employee occurs within two (2) months prior theretoExecutive’s death or Disability, then the vesting of all equity then owned by the Employee shall accelerate Equity Awards will be accelerated in full; provided that, with respect to one hundred percent any Performance-Based Equity Awards, such Performance-Based Equity Awards will accelerate and vest as follows: (100%A) To the extent any applicable performance period with respect to a Performance-Based Equity Award has been completed at the time of such Notice, the applicable portion of the unvested shares. In lieu of the Option at the request of the Employee, the Company Performance-Based Equity Award shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value of the Company’s common stock so as to provide no additional benefit to the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective as of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services actual level of attainment; and (B) To the extent any applicable performance period with respect to a Performance-Based Equity Award has not been completed at the Company shall continue to vest upon its terms as long as time of such termination, the Employee is providing services as a director, consultant or employee applicable portion of the Company and that Performance-Based Equity Award shall vest based upon the definition target level of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Planattainment.

Equity Grants. The Employee shall be granted as soon as practicable on or after On the Effective Date, a the Company shall grant to Executive stock option to purchase 734,900 options (the “Options”), exercisable for 20,000 shares of the Company’s common stock (the “OptionCommon Stock”) (which option ). The Options shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) granted pursuant to and governed by the terms of the Company’s 2011 Employee, Director and Consultant 2015 Equity Incentive Plan Plan, as amended from time to time (the “Plan”), and by a separate stock option agreement between Executive and the Company. The Option exercise price of the Options shall be granted with an exercise price equal to no less than the fair market value of the Company’s common stock shares of Common Stock on the date of grant, as determined in good faith by the Board. Twenty-Five percent Subject to the accelerated vesting described herein and Executive remaining continuously employed by the Company on each vesting date (25%) “Continuous Service Status”), the Options shall vest in installments of 416 option shares on the Option shall be vested one year from first 47 monthly anniversaries of the Effective Date and (the remaining portion of such Option shall vest in equal monthly installments over a thirty-six first vesting date being on the one (361) month period commencing anniversary of the Effective Date hereof) and 448 option shares on the first day 48th monthly anniversary of the month one year following the Effective Date, subject to continued employment by the Company. Notwithstanding anything to the foregoingcontrary set forth in the Plan, in connection with the Options shall have the following terms: (i) In the event of a Change of Control (as defined in the Plan) or if a termination of during the Employee occurs within two (2) months prior theretoEmployment Term, then the vesting of all equity then owned by the Employee Options will accelerate such that the Options shall accelerate with respect be fully vested and the Options shall be exercisable immediately prior to one hundred percent such Change of Control; (100%ii) In the event of a Corporate Transaction (as defined in the Plan), at the option of the unvested sharesBoard in its sole discretion, Executive shall either exercise the Options (a “Forced Exercise”) or such failure to exercise will result in the Options terminating immediately prior to such Corporate Transaction. In lieu Notwithstanding anything to the contrary in the Plan, in the event of a Forced Exercise, Executive may elect, in his sole discretion, to pay the Option exercise price in cash, or pursuant to a “cashless exercise” procedure in which payment of the Option exercise price and/or tax withholding obligations may be satisfied, in whole or in part, by forfeiting Option shares pursuant to a net exercise or pursuant to a “broker assisted cashless exercise” procedure (it being acknowledged that a sale of Option shares pursuant to a “broker assisted cashless exercise” procedure will be subject to compliance with the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy of the Company in place at the request time of such sale); (iii) In the Employeeevent of a Corporate Transaction in which the Board does not impose a Forced Exercise, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If Board in its sole discretion may elect to terminate the equity Option in exchange for making a cash payment to be issued is restricted common stock and not stock options, Executive in an amount equal to the product obtained by multiplying (x) the amount (if any) by which the transaction proceeds per share exceed the exercise price per share covered by the Option times (y) the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number Common Stock covered by the then current fair market value of Option; (iv) The Options shall expire on the Company’s common stock so as to provide no additional benefit to earlier of: (a) the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective as ten (10) year anniversary of the date of grant, or (b) 90 days from the grant date of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Planseparation from employment.

Equity Grants. The Employee As soon as is reasonably practicable following the Effective Date (and subject to the Executive’s continued employment on the grant date), the Executive shall be granted as soon as practicable on or after the Effective Date, a stock option to purchase 734,900 shares (i) restricted Membership Units of the Company’s common stock Parent (the “OptionRestricted Units”) (which option shall be issued as an incentive stock option pursuant and subject to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986New Academy Holding Company, LLC 2011 Unit Incentive Plan, as amended, and the regulations promulgated thereunder (the “Code”)) pursuant may be amended from time to the Company’s 2011 Employee, Director and Consultant Equity Incentive Plan time (the “Plan”). The Option , and the terms and conditions of the form of Restricted Unit Award Agreement attached hereto as Exhibit A, which Restricted Units shall be granted with have an exercise aggregate grant date fair value equal to $4,000,000 based on a price per unit equal to the then-current fair market value per Membership Unit of the Parent, as determined by the Board, and (ii) a number of options to acquire Membership Units of the Parent (the “Options”) pursuant and subject to the Plan and the terms and conditions of the form of Option Award Agreement attached hereto as Exhibit B, which Options shall have a grant date fair value equal to $3,000,000. Commencing with the Company’s common stock 2019 fiscal year and provided that the Executive remains employed by the Company on the applicable grant date, (A) the Executive shall be eligible to receive an annual equity award, in the form of Options or Restricted Units (as determined by the Board (or a committee thereof) in its sole discretion; provided, that the award shall be in the same form as awards made to other senior executives on the same date) having an aggregate grant date fair value equal to $4,000,000, (B) any time-vesting component of such annual equity award will provide for ratable monthly vesting over the applicable vesting period for such award (subject, for any portion of the award that has both time and performance vesting, to any modifications imposed by the applicable performance vesting conditions, such as no vesting occurring prior to the date on which it is determined that the applicable performance conditions have been achieved), (C) if the Executive is terminated by the Company without Cause (as defined below) or resigns for Good Reason (as defined below) prior to the sixth monthly anniversary of the grant date of an annual equity award, that number of shares subject to the time-vesting component of such award (but, for the avoidance of doubt, not any portion of the award that is subject to both time vesting and performance vesting) that would have satisfied the time-vesting component if the Executive’s employment had continued through such sixth monthly anniversary shall be deemed to have satisfied such time-vesting component on the date of grant. Twenty-Five percent termination, (25%D) of the Option shall be vested one year from the Effective Date and the remaining portion of such Option shall vest in equal monthly installments over a thirty-six (36) month period commencing on the first day of the month one year following the Effective Date, subject to continued employment by the Company. Notwithstanding the foregoing, in connection with a Change of Control (as defined in the Plan) or if a termination of the Employee occurs within two (2) months prior thereto, then the vesting of all equity then owned by the Employee shall accelerate with respect to one hundred percent (100%) of the unvested shares. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock awards will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value of the Company’s common stock continue for so as to provide no additional benefit to the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective as of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee Executive remains in the service of the Company Group (whether as an employee or director), and that (E) such equity award shall otherwise have the definition of “cause” same terms and conditions applicable to all such option agreements shall be equity awards made to other senior executives on the definition set forth herein and not same date, as set forth determined by the Board (or a committee thereof) in the 2008 Stock Incentive Planits sole discretion.

Equity Grants. The Employee (i) On the Effective Date the Executive shall be granted as soon as practicable on or after the Effective Date, a stock option to purchase 734,900 250,000 restricted shares of the Company’s common stock stock, par value $.01 per share (“Stock”) (the “OptionSign-On Restricted Stock”) ). On December 30, 2005 (which option provided that Executive is then still in employment with the Company), the Executive shall be issued as an incentive granted 250,000 stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder options (the “CodeSign-On Options”)) pursuant to the Company’s 2011 Employee, Director and Consultant Equity Incentive Plan (the “Plan”). The Option shall be granted with acquire Stock for an exercise price per share equal to the fair market value of the Company’s common stock a share of Stock on the date of grantgrant as determined by the Compensation Committee in accordance with the terms of the Company’s 1998 Incentive Compensation Plan, as amended (the “Company Equity Plan”). TwentyThe Sign-Five percent On Restricted Stock and Sign-On Options (collectively, the “Sign-On Equity Grants”) shall each be 20% vested on December 30, 2005 and the remaining 80% of each type of grant shall vest ratably in 20% (i.e., 25% of the unvested 80%) installments on the first through fourth anniversaries of the Effective Date. Upon the death or disability (as described in Section 7(b) hereof) of the Option Executive, the Sign-On Equity Grants shall be vested one year (to the extent not then already vested) and, in the case of the Sign-On Options, shall remain exercisable in accordance with the terms of the Company Equity Plan and the Option Agreement evidencing such grant as described in Section 5(c)(iii) hereof. (ii) The Sign-On Restricted Shares and, on or following December 30, 2005, the Sign-On Options, shall vest on an accelerated basis if performance measures (including EBITDA and assets under management targets) to be agreed upon by the Company and the Executive are achieved. The Company and the Executive shall negotiate the terms of such performance objectives in good faith and shall use their reasonable best efforts to reach an agreement on such terms as soon as reasonably practicable but in no event later than March 31, 2006. In addition, immediately prior to the occurrence of a “Change in Control of the Company” (as defined herein), all Sign-On Equity Grants shall immediately vest. (iii) All Sign-On Equity Grants shall be awarded pursuant to the Company Equity Plan. The Sign-On Restricted Stock award shall be evidenced by a written Restricted Stock Agreement in substantially the form attached hereto as Exhibit A and the Sign-On Options shall be evidenced by a written Option Agreement in substantially the form attached hereto as Exhibit B, in each case modified, as necessary, to reflect the specific provisions of this Agreement. All shares of the Sign-On Restricted Stock and all shares of Stock that may be issued upon the exercise of the Sign-On Options shall have been timely registered with the Securities & Exchange Commission pursuant to a Form S-8 or otherwise. (iv) For purposes hereof, a “Change in Control of the Company” shall be deemed to have occurred upon (A) the acquisition (other than from the Effective Date and Company) by any “person” (as such term is defined in Sections 13(d) of 14(d) of the remaining portion Securities Exchange Act of 1934, as amended (the “1934 Act”)) of beneficial ownership (within the meaning of rule 13d-3 promulgated under the 1▇▇▇ ▇▇▇) of 50% or more of the combined voting power of the Company’s then outstanding voting securities; or (B) (1) a merger of consolidation involving the Company if the stockholders of the Company, immediately before such merger or consolidation, do not, as result of such Option shall vest in equal monthly installments over a thirty-six (36) month period commencing on the first day merger or consolidation, own, directly or indirectly, more than 50% of the month one year following combined voting power of the Effective Datethen outstanding voting securities of the corporation resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the voting securities of the Company outstanding immediately before such merger or consolidation, subject to continued employment or (2) the adoption by the CompanyBoard of a plan of liquidation providing for the distribution of substantially all of the assets of the Company or an agreement for the sale or other disposition of all or substantially all of the assets of the Company (including without limitation a sale or other disposition of more than 50% of the capital stock of J▇▇▇ ▇. ▇▇▇▇▇ & Co., Inc). Notwithstanding the foregoing, in connection with a Change in Control of Control (as defined in the Plan) or if a termination of the Employee occurs within two (2) months prior thereto, then the vesting of all equity then owned by the Employee shall accelerate with respect to one hundred percent (100%) of the unvested shares. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock will not be issued at par value. If the equity deemed to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value occur solely because 50% or more of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value combined voting power of the Company’s common stock so as to provide no additional then outstanding securities is acquired by (i) a trustee or other fiduciary holding securities under one or more employee benefit to the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective as of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted plans maintained by the Company or any of its subsidiaries or (ii) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee stockholders of the Company and that in the definition same proportion as their ownership of “cause” applicable stock in the Company immediately prior to all such option agreements acquisition. (v) The Executive shall be eligible for additional equity grants during the definition set forth herein and not Term as set forth determined by the Compensation Committee in the 2008 Stock Incentive Planits sole discretion.

Equity Grants. The Employee shall be granted as soon as practicable on or after We will request that the Effective Date, Board approve a grant for you of non-qualified stock option options to purchase 734,900 2,839,524 shares of the Company’s common stock of Holdings (the “Option”’’) (and 1,582,685 shares of restricted common stock or restricted common stock units, at your election, which option shall be issued as an incentive stock option to the maximum extent allowed under Section 422 together represent approximately 4.75% of the Internal Revenue Code fully-diluted capitalization of 1986Holdings (collectively, as amendedthe “Equity Awards”). One-quarter (1/4) of each Equity Award will vest on the first anniversary of the Commencement Date, and the regulations promulgated thereunder remainder of each Equity Award will vest in equal quarterly installments for I he subsequent three (3) years, in each case subject to your continued employment with the Company on such date; provided that the Option will contain an “Code”)) pursuant early exercise” provision that allows you to exercise the Company’s 2011 Employeeoption as to vested and unvested shares, Director and Consultant Equity Incentive Plan (the “Plan”)subject to a right of repurchase with respect to unvested shares at your original cost. The Option shall be granted with an exercise price equal to for the Option will be determined based on the fair market value of the Company’s Holdings’ common stock on the date of grant. Twenty-Five percent (25%) The Option shall be designated as an “incentive stock option” to the maximum extent possible. As a member of the executive team, we will request that the Board grant your Equity Awards with double trigger change in control vesting acceleration. As such, pursuant to the terms of the Option shall Grant Notice and Agreement (the “Option Agreement”) and Restricted Stock/Restricted Stock Unit Grant Notice and Agreement (the “RS/RSU Agreement”) to be vested one year from provided by Holdings, and in addition to any and all severance benefits set forth in this Letter Agreement, in the Effective Date and event your employment with the remaining portion Company is terminated by the Company (other than for Cause (as defined in Exhibit A hereto) or on account of such Option shall vest your death or permanent disability) or by you for Good Reason (as defined in equal monthly installments over a thirty-six (36) month period Exhibit A hereto), at any time commencing on the first day of date the month one year following the Effective Date, subject to continued employment by the Company. Notwithstanding the foregoing, in connection with Company enters into a definitive agreement providing for a Change of in Control (as defined in the PlanExhibit A hereto) or if a termination of the Employee occurs within two and ending twelve (212) months prior theretofollowing the closing of such Change in Control, then the vesting of all equity then owned by the Employee shall accelerate with respect to one hundred percent (100%) then-unvested portion of the unvested shares. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock Equity Awards will accelerate and be issued at par value. If the equity deemed to be issued is restricted common stock and not stock optionsvested in full as of your termination date, the number of shares of restricted common stock subject to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value your execution of the Company’s common stock so as to provide no additional benefit to the Employee for the nonstandard form of release agreement not later than forty-payment of the exercise price. The Employee acknowledges five (45) days following your termination date (in which you release any and agrees that effective as of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated all known and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of unknown claims you may have against the Company and that its affiliates). The Equity Awards will otherwise be subject to the definition of “cause” applicable to all such option agreements shall be the definition set forth herein terms and not as set forth conditions specified in the 2008 Option Agreement, the RS/RSU Agreement and Holdings’ 2016 Stock Incentive Plan, each of which will be provided by Holdings.

Equity Grants. The Employee shall be granted Subject to approval by the Board, as soon as practicable on or after the Effective Date, a stock option which such approval shall not be unreasonably withheld, you will be granted an award to purchase 734,900 400,000 shares of common stock of the Company (which is no less than approximately 1.57% of the Company’s common stock Fully-Diluted Capitalization assuming the completion of the first and second tranche closings contemplated in the Company’s Series Seed Preferred Stock financing on the date of this Agreement) (the “OptionRestricted Shares”) pursuant to the terms and conditions of the Company’s 2021 Stock Option and Grant Plan (which option as amended from time to time, the “Plan”) and the applicable stock purchase agreement thereunder. The per share purchase price for the Restricted Shares shall be issued as an incentive stock option equal to the maximum extent allowed fair market value of a share of common stock of the Company on the date of grant as determined by the Company’s then-current 409A valuation in effect. Upon the execution of the stock purchase agreement for the Restricted Shares and purchase thereof, you may file an election under Section 422 83(b) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder amended (the “Code”)) pursuant to , for any unvested portion of the Company’s 2011 EmployeeRestricted Shares, Director and Consultant Equity Incentive Plan (within 30 days after the transfer of such shares. As used herein, “Plan”). The Option shall be granted with an exercise price equal to the fair market value of Fully-Diluted Capitalization” means the Company’s common stock outstanding (treating all directly or indirectly convertible or exercisable or exchangeable securities on the date an as-converted, as exercised, or as exchanged basis, as applicable), including all shares of grantCompany’s capital stock reserved and available for issuance under any equity incentive plan or similar arrangement. Twenty-Five percent (25%) of the Option shall be vested one year from the Effective Date and the remaining portion of such Option shall vest in equal monthly installments over a thirty-six (36) month period commencing on the first day of the month one year following the Effective DateIn addition, subject to continued employment approval by the Company. Notwithstanding Board, which approval shall not be unreasonably withheld, upon the foregoing, in connection with a Change of Control (as defined in the Plan) or if a termination of the Employee occurs within two (2) months prior thereto, then the vesting of all equity then owned by the Employee shall accelerate with respect to one hundred percent (100%) of the unvested shares. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value completion of the Company’s common first preferred stock so as to provide no additional benefit to the Employee for the non-payment financing following completion of the exercise price. The Employee acknowledges and agrees last tranche of funding in the Company’s Series Seed Preferred Stock financing, you will be granted such additional equity awards as necessary to ensure that effective your ownership represents no less than 1.1% of the Fully-Diluted Capitalization as of the date initial closing of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Planpreferred stock financing.

Equity Grants. (i) The Employee shall Executive will be granted eligible to participate in the Group’s long-term equity incentive plans (the “Equity Incentive Plans”) in accordance with their applicable terms and to the extent determined by the Board (or a committee designated by the Board) in its sole discretion. (ii) Notwithstanding the applicable terms of any Equity Incentive Plan or related award to the contrary, in the event of a Notice (as soon as practicable on defined below) of a termination without Cause by the Company of the Executive's employment or the Executive's resignation from his employment for Good Reason (each a “Qualifying Termination”) and subject to the Executive’s execution and non-revocation of a general release of claims in favor of and in a form and manner satisfactory to the Company (the “ Release”; such notice, the “Notice Release”; and the effective date of the Release, the “Release Effective Date”) within the time period described in the Notice Release, which will in no event be less than twenty-one (21) days after the date of the Notice or more than sixty (60) days following the date of the Notice (provided, however, if the Executive requests a one-week extension to review the Release, it will be granted), the vesting of all options to purchase shares of Parent (“Options”), restricted share units, performance share units and any other equity awards relating to shares of Parent (collectively, “Equity Awards”) that would have vested if the Executive’s employment had continued for eighteen (18) months from the Release Effective Date shall accelerate in full upon the effectiveness of the Release; provided that, for purposes of determining the level of acceleration of any performance-based Equity Awards (“Performance-Based Equity Awards”), such Performance-Based Equity Awards will accelerate and vest as of the Release Effective Date as follows: (A) To the extent any applicable performance period with respect to a Performance-Based Equity Award has been completed at the time of such Release Effective Date, a stock option to purchase 734,900 shares the applicable portion of the Company’s common stock Performance-Based Equity Award shall vest based upon the actual level of attainment; (B) To the “Option”extent any applicable performance period with respect to a Performance-Based Equity Award would be completed during the eighteen (18) (which option shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) pursuant to the Company’s 2011 Employee, Director and Consultant Equity Incentive Plan (the “Plan”). The Option shall be granted with an exercise price equal to the fair market value of the Company’s common stock on month period following the date of grant. Twenty-Five percent (25%) the Release Effective Date, the applicable portion of the Option shall be vested one year from the Effective Date and the remaining portion of such Option Performance-Based Equity Award shall vest in equal monthly installments over based upon the target level of attainment; and (C) To the extent any applicable performance period with respect to a thirtyPerformance-six Based Equity Award would not be completed until after the eighteen (3618) month period commencing on following the first day date of the month one year following the Release Effective Date, subject no accelerated vesting shall occur with respect to continued employment by such applicable portion of the CompanyPerformance-Based Equity Award. Notwithstanding the foregoing, in connection with the event the Notice of such Qualifying Termination occurs during the 24-month period immediately following a Change in Control, all such Equity Awards shall accelerate in full as of Control the effectiveness of the Notice Release, with the vesting of any Performance-Based Equity Awards determined in the same manner as specified in Section 2(c)(iv) below as if the date of such Notice were the date of a termination due to death or Disability. (iii) In addition, in the event of such Qualifying Termination, and subject to the Executive’s execution and non-revocation of a general release of claims in favor of and in a commercially reasonable form and manner satisfactory to the Company (the “Separation Release”) within the time period described in the Separation Release, which will in no event be more than sixty (60) days following the date of such Qualifying Termination, the period of time in which the Executive may exercise all then-vested outstanding Options shall be increased to twelve (12) months following the end of the Qualifying Termination Notice Period (as defined in below) (or the Planexpiration of the Option, if earlier). For the avoidance of doubt, any vested Options shall remain outstanding during the Qualifying Termination Notice Period, subject to expiration upon the original expiration date of such Options. (iv) or if In the event of a termination of due to the Employee occurs within two (2) months prior theretoExecutive’s death or Disability, then the vesting of all equity then owned by the Employee shall accelerate Equity Awards will be accelerated in full; provided that, with respect to one hundred percent any Performance-Based Equity Awards, such Performance-Based Equity Awards will accelerate and vest as follows: (100%A) To the extent any applicable performance period with respect to a Performance-Based Equity Award has been completed at the time of such Notice, the applicable portion of the unvested shares. In lieu of the Option at the request of the Employee, the Company Performance-Based Equity Award shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value of the Company’s common stock so as to provide no additional benefit to the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective as of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services actual level of attainment; and (B) To the extent any applicable performance period with respect to a Performance-Based Equity Award has not been completed at the Company shall continue to vest upon its terms as long as time of such termination, the Employee is providing services as a director, consultant or employee applicable portion of the Company and that Performance-Based Equity Award shall vest based upon the definition target level of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Planattainment.

Equity Grants. The Employee (a) Subject to the absolute authority of the Compensation Committee of the Board of Directors of the Company from time to time to grant (or not to grant) to eligible individuals shares of common stock of the Company that are subject to vesting restrictions ("Restricted Stock") and/or options to purchase common stock of the Company ("Options") (Restricted Stock and Options being referred to collectively as "Equity Grants"), it is the intention of the Company and the expectation of the Executive that while the Executive is employed hereunder, the Executive will be eligible to receive Equity Grants annually, on such terms and conditions as may be determined by the Compensation Committee provided however that such terms and conditions shall be granted as soon as practicable on or after not less favorable to Executive than the Effective Date, a stock option terms and conditions generally made applicable to purchase 734,900 shares the Equity Grants of the other senior executives of the Company’s common stock . (b) Notwithstanding the “Option”) (which option shall be issued as an incentive stock option provisions of any agreement, document or instrument to the maximum extent allowed under Section 422 contrary, but subject to the succeeding sentence, such Equity Grants and all other Options (including but not limited to Long Term Incentive, Sign-On Bonus, and Replacement Grants, in the aggregate being referred to herein as "Accelerated Equity Grants") shall become fully vested and, in the case of Options, immediately exercisable during the remaining original term of each such Accelerated Equity Grant (or, if shorter, for three years following death), upon the occurrence of any of the Internal Revenue Code of 1986following events ("Acceleration Events"): (1) Executive's Retirement (as defined herein), (2) death, (3) Disability (as amendeddefined herein), and the regulations promulgated thereunder (the “Code”)4) pursuant to the Company’s 2011 Employee, Director and Consultant Equity Incentive Plan (the “Plan”). The Option shall be granted with an exercise price equal to the fair market value of the Company’s common stock on the date of grant. Twenty-Five percent (25%) of the Option shall be vested one year from the Effective Date and the remaining portion of such Option shall vest in equal monthly installments over a thirty-six (36) month period commencing on the first day of the month one year following the Effective Date, subject to continued employment by the Company. Notwithstanding the foregoing, in connection with a Change of in Control (as defined in the Planherein), (5) or if a termination of the Employee occurs within two (2) months prior thereto, then the vesting of all equity then owned Executive's employment by the Employee shall accelerate Company without Cause (as defined herein) or by the Executive for Good Reason (as defined herein). However, with respect to one hundred percent Restricted Stock awards which are intended to satisfy the requirements for "qualified performance-based compensation" (100%) within the meaning of the unvested shares. In lieu of the Option at the request of the EmployeeTreasury Regulation Section 1.162-27(e)), the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value of the Company’s common stock so as to provide no additional benefit to the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective as of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted event of termination of Executive's employment by the Company to without Cause or by the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any Executive for Good Reason (in each case other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant than under circumstances described in Section 9(d)(i) hereof) or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 event of Executive's Retirement, such Restricted Stock Incentive Planawards shall vest solely based on the extent to which performance goals for the applicable performance period are satisfied.

Equity Grants. The Employee Company shall be granted as soon as practicable on or after grant to Executive stock options (the Effective Date“Options”), a stock option to purchase 734,900 exercisable for 70,000 shares of the Company’s common stock (the “OptionCommon Stock”) (which option ). The Options shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) granted pursuant to and governed by the terms of the Company’s 2011 Employee, Director and Consultant 2015 Equity Incentive Plan Plan, as amended from time to time (the “Plan”), and by a separate stock option agreement between Executive and the Company. The Option exercise price of the Options shall be granted with an exercise price equal to no less than the fair market value of the Company’s common stock shares of Common Stock on the date of grant, as determined in good faith by the Board. Twenty-Five percent Subject to the accelerated vesting described herein and Executive remaining continuously employed by the Company on each vesting date (25%) “Continuous Service Status”), the Options shall vest in installments of the Option shall be vested one year from 1,458 option shares on first 47 monthly anniversaries of the Effective Date and (the remaining portion of such Option shall vest in equal monthly installments over a thirty-six first vesting date being on the one (361) month period commencing anniversary of the Effective Date hereof) and 1,474 option shares on the first day 48th monthly anniversary of the month one year following the Effective Date, subject to continued employment by the Company. Notwithstanding anything to the foregoingcontrary set forth in the Plan, in connection with the Options shall have the following terms: (i) In the event of a Change of Control (as defined in the Plan) or if a termination of during the Employee occurs within two (2) months prior theretoEmployment Term, then the vesting of all equity then owned by the Employee Options will accelerate such that the Options shall accelerate with respect be fully vested and the Options shall be exercisable immediately prior to one hundred percent such Change of Control; (100%ii) In the event of a Corporate Transaction (as defined in the Plan), at the option of the unvested sharesBoard in its sole discretion, Executive shall either exercise the Options (a “Forced Exercise”) or such failure to exercise will result in the Options terminating immediately prior to such Corporate Transaction. In lieu Notwithstanding anything to the contrary in the Plan, in the event of a Forced Exercise, Executive may elect, in his sole discretion, to pay the Option exercise price in cash, or pursuant to a “cashless exercise” procedure in which payment of the Option exercise price and/or tax withholding obligations may be satisfied, in whole or in part, by forfeiting Option shares pursuant to a net exercise or pursuant to a “broker assisted cashless exercise” procedure (it being acknowledged that a sale of Option shares pursuant to a “broker assisted cashless exercise” procedure will be subject to compliance with the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy of the Company in place at the request time of such sale); (iii) In the Employeeevent of a Corporate Transaction in which the Board does not impose a Forced Exercise, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If Board in its sole discretion may elect to terminate the equity Option in exchange for making a cash payment to be issued is restricted common stock and not stock options, Executive in an amount equal to the product obtained by multiplying (x) the amount (if any) by which the transaction proceeds per share exceed the exercise price per share covered by the Option times (y) the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number Common Stock covered by the then current fair market value of Option; (iv) The Options shall expire on the Company’s common stock so as to provide no additional benefit to earlier of: (a) the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective as ten (10) year anniversary of the date of grant, or (b) 90 days from the grant date of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Planseparation from employment.

Equity Grants. The Employee Company shall be granted as soon as practicable on or after grant to Executive stock options (the Effective Date, a stock option to purchase 734,900 “Options”) exercisable for 50,000 shares of the Company’s common stock (the “OptionCommon Stock”) (which option ). The Options shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) granted pursuant to and governed by the terms of the Company’s 2011 Employee, Director and Consultant 2015 Equity Incentive Plan Plan, as amended from time to time (the “Plan”), and evidenced by a separate stock option agreement between Executive and the Company. The Option exercise price of the Options shall be granted with an exercise price equal to no less than the fair market value of the Company’s common stock shares of Common Stock on the date of grant, as determined in good faith by the Board. Twenty-Five percent Subject to the accelerated vesting described herein and Executive remaining continuously employed by the Company as its CEO on each vesting date (25%) “Continuous Service Status”), the Options shall vest in installments of the Option shall be vested one year from 2,083 options shares on first 23 monthly anniversaries of the Effective Date and over the remaining portion of such Option shall vest in equal monthly installments over a thirty-six Employment Term (36the first vesting date being on the one (1) month period commencing anniversary of the Effective Date hereof) and 2,091 option shares on the first day 24th monthly anniversary of the month one year following the Effective Date, subject to continued employment by the Company. Notwithstanding anything to the foregoingcontrary set forth in the Plan, in connection with the Options shall have the following terms: (i) In the event of a Change of Control (as defined in the Plan) during the Employment Term in which the acquiring company or if successor company opts not to assume this Agreement, the vesting of the Options will accelerate such that the Options shall be fully vested and exercisable immediately prior to such Change of Control; (ii) In the event of a Corporate Transaction (as defined in the Plan), at the option of the Board in its sole discretion, Executive shall exercise the Options or such failure to exercise will result in the Options terminating immediately prior to such Corporate Transaction; provided that, for purposes of this agreement, a Corporate Transaction will not be deemed to have occurred solely due to the Company reducing the size of its asset base through restaurant refranchising; (iii) In the event of a Corporate Transaction, in exchange for the termination of the Employee occurs within two Options, the Board in its sole discretion may make a cash payment to Executive in an amount equal to the product obtained by multiplying (2x) months prior thereto, then the vesting of all equity then owned amount (if any) by which the transaction proceeds per share exceed the exercise price per share covered by the Employee shall accelerate with respect to one hundred percent Option times (100%y) of the unvested shares. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number Common Stock covered by the then current fair market value Option; (iv) The Options will terminate if not exercised within six (6) months of Executive’s termination from the Company’s common stock so as Company for any reason; (v) Subject to provide no additional benefit to (iv) above, the Employee for Options shall expire on the non-payment of the exercise price. The Employee acknowledges and agrees that effective as ten (10) year anniversary of the date of grant; and (vi) If the grant of Executive breaches the equity as Executive Notice Period set forth in the preceding paragraphSection 6(d) below, option agreement No. SP-0040 granted by the Company to the Employee as fifty percent (50%) of April 30, 2011 Executive’s vested Options shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Planautomatically terminate.

Equity Grants. The Employee shall be granted as soon as practicable on or after On the Effective DateDate of this Amendment, Strongbridge shall grant to Executive a restricted stock unit award of 182,500 shares (the “RSU Grant”) and an option to purchase 734,900 87,500 ordinary shares of the Company’s common stock (the “Option”) (which option shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) pursuant to the Company’s 2011 Employee, Director and Consultant Equity Incentive Plan (the “Plan”). The Option shall be granted with Strongbridge at an exercise price equal to the fair market value closing price per share of the Companyordinary shares of Strongbridge as reported by NASDAQ on the Effective Date (the “2020 Option Grant”, and collectively with the RSU Grant, the “Equity Grants”). Subject to Executive’s common stock continuing to provide services as Executive Chairman of the Board through the last day of the Term and continuing to serve as a member of the Board through each applicable vesting date, (i) the RSU Grant will vest and be settled in three equal annual installments on each of the first three anniversaries of the date of grant, and (ii) the 2020 Option Grant will vest and become exercisable over a period of four (4) years from the date of grant, six and one quarter percent (6.25%) of the applicable award vesting on each of the first sixteen (16) quarterly anniversaries of the date of grant. Twenty-Five percent (25%) In the event the Executive resigns as Executive Chairman of the Option Board prior to the last day of the Term but remains a member of the Board, the Equity Grants shall be vested one year from vest on a pro-rata basis on such date of resignation based on the Effective Date number of days during the applicable vesting period that the Executive served as Executive Chairman of the Board and the remaining portion of such Option the Equity Grants shall be forfeited. To the extent not already vested, the Equity Grants will accelerate and vest in equal monthly installments over a thirty-six (36) month period commencing on the first day event of the month one year following Executive’s involuntary removal from the Effective Date, subject Board or in the event he is not re-elected to continued employment the Board by the shareholders of the Company. Notwithstanding the foregoing, in connection with a Change of Control (as defined in the Plan) or if a termination of the Employee occurs within two (2) months prior thereto, then the vesting of all equity then owned The Equity Grants shall be governed by the Employee shall accelerate with respect to one hundred percent (100%terms and conditions of Strongbridge’s applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive. 5. Section 4(b) of the unvested shares. In lieu of Agreement is replaced in its entirety with the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value of the Company’s common stock so as to provide no additional benefit to the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective as of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Plan.following:

Equity Grants. The Employee Company shall be granted as soon as practicable on or after grant to Executive stock options (the Effective Date“Options”), a stock option to purchase 734,900 exercisable for 50,000 shares of the Company’s common stock (the “OptionCommon Stock”) (which option ). The Options shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) granted pursuant to and governed by the terms of the Company’s 2011 Employee, Director and Consultant 2015 Equity Incentive Plan Plan, as amended from time to time (the “Plan”), and by a separate stock option agreement between Executive and the Company. The Option exercise price of the Options shall be granted with an exercise price equal to no less than the fair market value of the Company’s common stock shares of Common Stock on the date of grant, as determined in good faith by the Board. Twenty-Five percent Subject to the accelerated vesting described herein and Executive remaining continuously employed by the Company on each vesting date (25%) “Continuous Service Status”), the Options shall vest in installments of the Option shall be vested one year from 1,041 option shares on first 47 monthly anniversaries of the Effective Date and (the remaining portion of such Option shall vest in equal monthly installments over a thirty-six first vesting date being on the one (361) month period commencing anniversary of the Effective Date hereof) and 1,073 option shares on the first day 48th monthly anniversary of the month one year following the Effective Date, subject to continued employment by the Company. Notwithstanding anything to the foregoingcontrary set forth in the Plan, in connection with the Options shall have the following terms: (i) In the event of a Change of Control (as defined in the Plan) during the Employment Term in which the acquiring company or if a termination of the Employee occurs within two (2) months prior theretosuccessor company opts not to assume this Agreement, then the vesting of all equity then owned by the Employee Options will accelerate such that the Options shall accelerate with respect be fully vested and exercisable immediately prior to one hundred percent such Change of Control; (100%ii) In the event of a Corporate Transaction (as defined in the Plan), at the option of the unvested sharesBoard in its sole discretion, Executive shall either exercise the Options (a “Forced Exercise”) or such failure to exercise will result in the Options terminating immediately prior to such Corporate Transaction. In lieu Notwithstanding anything to the contrary in the Plan, in the event of a Forced Exercise, Executive may elect, in his sole discretion, to pay the Option exercise price in cash, or pursuant to a “cashless exercise” procedure in which payment of the Option exercise price and/or tax withholding obligations may be satisfied, in whole or in part, by forfeiting Option shares pursuant to a net exercise or pursuant to a “broker assisted cashless exercise” procedure (it being acknowledged that a sale of Option shares pursuant to a “broker assisted cashless exercise” procedure will be subject to compliance with the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy of the Company in place at the request time of such sale); (iii) In the Employeeevent of a Corporate Transaction in which the Board does not impose a Forced Exercise, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If Board in its sole discretion may elect to terminate the equity Option in exchange for making a cash payment to be issued is restricted common stock and not stock options, Executive in an amount equal to the product obtained by multiplying (x) the amount (if any) by which the transaction proceeds per share exceed the exercise price per share covered by the Option times (y) the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number Common Stock covered by the then current fair market value Option; (iv) Unless terminated earlier in accordance with clause (ii) above, the Options shall expire on the earlier of (1) the Company’s common stock so as to provide no additional benefit to the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective as ten (10) year anniversary of the date of grant or (2) ninety (90) days following the grant termination of employment with the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive PlanCompany.

Equity Grants. The Employee shall be granted as soon as practicable on or after During the Employment Term, in addition to any entitlements pursuant to grants made to the Executive prior to the Effective Date, Executive will be eligible to receive the following restricted stock units (“RSUs”) and other equity awards: (i) In the next open trading window following the Effective Date, Executive will receive an award of RSUs with a stock option grant date accounting value equal to purchase 734,900 shares of the Company’s common stock $3,000,000 (the “OptionRetention Equity Award”) (which option shall be issued as an incentive stock option ), subject to the maximum extent allowed under Section 422 approval of the Internal Revenue Code Compensation Committee of 1986the Board (the “Compensation Committee”). Subject to the accelerated vesting provisions set forth herein, the Retention Equity Award will vest as amendedto 1/3 of the RSUs on the one (1)-year anniversary of the Effective Date, and the regulations promulgated thereunder (remainder of the “Code”)) pursuant RSUs subject to the Company’s 2011 Employee, Director and Consultant Retention Equity Incentive Plan Award will vest on the two (the “Plan”). The Option shall be granted with an exercise price equal to the fair market value 2)-year anniversary of the Company’s common stock on Effective Date, so that the date of grant. Twenty-Five percent Retention Equity Award will be fully vested two (25%2) of the Option shall be vested one year years from the Effective Date and the remaining portion of such Option shall vest in equal monthly installments over a thirty-six (36) month period commencing on the first day of the month one year following the Effective Date, subject to continued employment Executive continuing to provide services to the Company through the relevant vesting dates. (ii) Following the Effective Date and for each fiscal year of the Company thereafter during the Employment Term, Executive will be eligible to receive equity awards (“Annual Equity Awards”), in such amounts and with such terms as determined by the Company. Notwithstanding the foregoing, in connection with a Change of Control Compensation Committee. (as defined in the Planiii) or if a termination of the Employee occurs within two (2) months prior thereto, then the vesting of all equity then owned by the Employee shall accelerate with respect to one hundred percent (100%) of the unvested shares. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock The Retention Equity Award and each Annual Equity Award will be issued at par value. If subject to the equity to be issued is restricted common stock terms, definitions and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value provisions of the Company’s common 2007 Long Term Incentive Plan, as amended (the “Incentive Plan”) and the RSU stock so as to provide no additional benefit to option, and/or restricted stock agreements by and between Executive and the Employee for Company (the non-payment “Equity Grant Agreements”), all of the exercise price. The Employee acknowledges and agrees which documents are incorporated herein by reference; provided, however, that effective as of the date of the grant of the equity as set forth this Agreement shall control in the preceding paragraph, option agreement No. SP-0040 granted by event of a conflict between this Agreement and the Company to Equity Grant Agreements. (iv) In the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges event that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee both Executive is providing services as a director, consultant or an employee of the Company and the Retention Equity Award is not awarded as of the one (1)-year anniversary of the Effective Date, the Company agrees to make a cash payment in the amount of $1,000,000, less applicable withholding, to Executive. In the event that both Executive is an employee and the definition Retention Equity Award is not awarded as of “cause” the two (2)-year anniversary of the Effective Date, the Company agrees to make an additional cash payment in the amount of $2,000,000, less applicable withholding, to all such option agreements Executive. If the Retention Equity Award is granted after the one (1)-year anniversary of the Effective Date but before the two (2)-year anniversary of the Effective Date, it will be equivalent only to grant date accounting value of the amount remaining, i.e., $2,000,000. In addition, the full (or remaining, as applicable) payment(s) shall be subject to the definition set forth herein and not as set forth acceleration provision contained in Section 7(a) in the 2008 Stock Incentive Planevent the acceleration is triggered and the Retention Equity Award has still not been granted. For purposes of clarity, the cash payments described in this Section 3(c)(iv) would be in lieu of the Retention Equity Award, not in addition to it. Upon the grant of the Retention Equity Award, this Section 3(c)(iv) immediately terminates.

Equity Grants. (i) The Employee shall Executive will be granted as soon as practicable on or after eligible to participate in the Effective Date, a stock option to purchase 734,900 shares of the CompanyGroup’s common stock long-term equity incentive plans (the “OptionEquity Incentive Plans”) (which option shall be issued as an incentive stock option in accordance with their applicable terms and to the maximum extent allowed under Section 422 determined by the Board (or a committee designated by the Board) in its sole discretion. (ii) Notwithstanding anything in any Equity Incentive Plan or related award to the contrary, all unvested outstanding options to purchase shares of Parent (“Options”), restricted share units, performance share units and any other equity awards relating to shares of Parent (collectively, “Equity Awards”) shall immediately vest upon a Change in Control. (iii) Further notwithstanding the applicable terms of any Equity Incentive Plan or related award to the contrary, in the event of a Notice (as defined below) of a termination without Cause by the Company of the Internal Revenue Code Executive's employment or the Executive's resignation from his employment for Good Reason (each a “Qualifying Termination”) and subject to the Executive’s execution and non-revocation of 1986, as amended, a general release of claims in favor of and in a form and manner satisfactory to the regulations promulgated thereunder Company (the “CodeRelease”)) pursuant to the Company’s 2011 Employee; such notice, Director and Consultant Equity Incentive Plan (the “PlanNotice Release”). The Option shall be granted with an exercise price equal to ; and the fair market value effective date of the Company’s common stock on Release, the “Release Effective Date”) within the time period described in the Notice Release, which will in no event be less than twenty one (21) days after the date of grant. Twenty-Five percent the Notice or more than sixty (25%60) days following the date of the Option shall Notice (provided, however, if the Executive requests a one-week extension to review the Release, it will be vested one year from the Effective Date and the remaining portion of such Option shall vest in equal monthly installments over a thirty-six (36) month period commencing on the first day of the month one year following the Effective Dategranted), subject to continued employment by the Company. Notwithstanding the foregoing, in connection with a Change of Control (as defined in the Plan) or if a termination of the Employee occurs within two (2) months prior thereto, then the vesting of all equity then owned by Equity Awards that would have vested if the Employee Executive’s employment had continued for twenty-four (24) months from the Release Effective Date shall accelerate in full upon the effectiveness of the Release; provided that, for purposes of determining the level of acceleration of any performance-based Equity Awards (“Performance-Based Equity Awards”), such Performance-Based Equity Awards will accelerate and vest as of the Release Effective Date as follows: (A) To the extent any applicable performance period with respect to one hundred percent (100%) a Performance-Based Equity Award has been completed at the time of such Release Effective Date, the applicable portion of the unvested shares. In lieu Performance-Based Equity Award shall vest based upon the actual level of attainment; (B) To the Option at extent any applicable performance period with respect to a Performance-Based Equity Award would be completed during the request of the Employee, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value of the Company’s common stock so as to provide no additional benefit to the Employee for the nontwenty-payment of the exercise price. The Employee acknowledges and agrees that effective as of four (24) month period following the date of the grant Release Effective Date, the applicable portion of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 Performance-Based Equity Award shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services target level of attainment; and (C) To the extent any applicable performance period with respect to a Performance-Based Equity Award would not be completed until after the twenty-four (24) month period following the date of the Release Effective Date, no accelerated vesting shall occur with respect to such applicable portion of the Performance-Based Equity Award. (iv) In addition, in the event of such Qualifying Termination, and subject to the Executive’s execution and non-revocation of a general release of claims in favor of and in a commercially reasonable form and manner satisfactory to the Company (the “Separation Release”) within the time period described in the Separation Release, which will in no event be more than sixty (60) days following the date of such Qualifying Termination, the period of time in which the Executive may exercise all then-vested Options shall continue be increased to vest upon its terms as long as twelve (12) months following the Employee is providing services as a director, consultant or employee end of the Company Qualifying Termination Notice Period (or the expiration of the Option, if earlier). For the avoidance of doubt, any vested Options shall remain outstanding during the Qualifying Termination Notice Period (as defined below), subject to expiration upon the original expiration date of such Options. (v) In the event of a termination due to the Executive’s death or Disability, the Equity Awards will be accelerated in full; provided that, with respect to any Performance-Based Equity Awards, such Performance-Based Equity Awards will accelerate and that vest as follows: (A) To the definition extent any applicable performance period with respect to a Performance-Based Equity Award has been completed at the time of “cause” such Notice, the applicable portion of the Performance-Based Equity Award shall vest based upon the actual level of attainment; and (B) To the extent any applicable performance period with respect to all Performance-Based Equity Awards has not been completed at the time of such option agreements termination, the applicable portion of the Performance-Based Equity Award shall be vest based upon the definition set forth herein and not as set forth in the 2008 Stock Incentive Plantarget level of attainment.