Common use of Exercisability Schedule Clause in Contracts

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated so long as Optionee remains an employee of the Company or a Subsidiary on such dates: Incremental Number ofOption Shares Exercisable Exercisability Date _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ Notwithstanding the foregoing or Sections 3(c) of the Plan, and notwithstanding the provisions of any employment or other agreement between the Optionee and Company or any Subsidiary that is in effect as of the date hereof, in the event of a Sale Event under which this Stock Option is not assumed or continued by the successor entity in such Sale Event or substituted with a new award of such successor, this Stock Option shall become immediately vested and exercisable in full, whether or not vested and exercisable at such time, subject to the provisions of the Plan, as of the effective time of such Sale Event. Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated so long as the Optionee remains an employee of the Company or a Subsidiary on such dates: Incremental Number ofOption Shares Exercisable Exercisability Date _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ Notwithstanding the foregoing or Sections 3(c) of the Plan, and notwithstanding the provisions of any employment or other agreement between the Optionee and Company or any Subsidiary that is in effect as of the date hereof, in the event of a Sale Event under which this Stock Option is not assumed or continued by the successor entity in such Sale Event or substituted with a new award of such successor, this Stock Option shall become immediately vested and exercisable in full, whether or not vested and exercisable at such time, subject to the provisions of the Plan, as of the effective time of such Sale Event. Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be become exercisable with respect to the following number of Option Shares on the dates indicated indicated, so long as the Optionee remains an employee a Director of the Company or a Subsidiary on such dates: Incremental Number ofOption Shares Exercisable the Exercisability Date specified below: Number of Total Number of Exercisability Option Shares First Option Shares Date Becoming Exercisable Exercisable _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) _____________ _____________ (___%) _____________ (___%) _____________ _____________ (___%) _____________ Notwithstanding the foregoing or Sections 3(c(100%) of the Plan, and notwithstanding the provisions of any employment or other agreement between the Optionee and Company or any Subsidiary that is in effect as of the date hereof, in In the event of the termination of the Optionee’s service as a Sale Event under which this Stock Option is not assumed or continued by the successor entity in such Sale Event or substituted with a new award Director because of such successordeath, this Stock Option shall become immediately vested and exercisable in full, whether or not vested and otherwise exercisable at such time, subject to the provisions of the Plan, as of the effective time of such Sale Event. Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof of this Agreement and of the Plan.

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated so long as the Optionee remains an employee of the Company or a Subsidiary on such dates: Incremental Number ofOption of Option Shares Exercisable Exercisability Date _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ Notwithstanding the foregoing or Sections 3(c) of the Plan, and notwithstanding the provisions of any employment or other agreement between the Optionee and Company or any Subsidiary that is in effect as of the date hereof, in the event of a Sale Event under which this Stock Option is not assumed or continued by the successor entity in such Sale Event or substituted with a new award of such successor, this Stock Option shall become immediately vested and exercisable in full, whether or not vested and exercisable at such time, subject to the provisions of the Plan, as of the effective time of such Sale Event. Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.

Exercisability Schedule. No portion of this Stock Share Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined described in Section 2 of the Plan) to accelerate the following exercisability schedule hereunderschedule, this Stock Share Option shall be exercisable with respect to the following number of Option Shares on the dates indicated so long as Optionee remains has served continuously as an employee of the Company or a Subsidiary on such dates: Incremental Number ofOption of Option Shares Exercisable Exercisability Date _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ Notwithstanding In determining the foregoing or Sections 3(c) number of vested Option Shares at the Plan, and notwithstanding the provisions time of any employment or other agreement between exercise, the Optionee and Company or any Subsidiary that is in effect as number of the date hereof, in the event of a Sale Event under which this Stock Option is not assumed or continued by the successor entity in such Sale Event or substituted with a new award of such successor, this Stock Option Shares shall become immediately vested and exercisable in full, whether or not vested and exercisable at such time, subject be rounded down to the provisions nearest whole ADS or the nearest increment of the Plan, as of the effective time of such Sale Event13 Ordinary Shares. Once exercisable, this Stock Share Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated below so long as the Optionee remains an employee of continues to have a Service Relationship with the Company or a Subsidiary on such dates: Incremental Number ofOption of Option Shares Exercisable [Exercisability Date Date] _____________ (___%) _____________ (___%) _____________ (___%) _____________ (___%) _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ Notwithstanding the foregoing or Sections 3(c) of the Plan, and notwithstanding the provisions of any employment or other agreement between the Optionee and Company or any Subsidiary that is in effect as of the date hereofforegoing, in the event of a Sale Event under which this Stock Option is not assumed or continued Event, upon a termination of Optionee’s Service Relationship without Cause by the successor entity in such Sale Event Company (or substituted with a new award of such successor, this Stock if appropriate) in connection with or within three months following the consummation of a Sale Event, then 100% of the then outstanding and unvested Option Shares shall become immediately be deemed vested and exercisable in full, whether or not vested and exercisable at effective immediately prior to such time, subject to the provisions termination of the Plan, as of the effective time of such Sale EventOptionee’s Service Relationship. Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 1 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated so long as the Optionee remains an employee of in a Service Relationship (as defined in the Company or a Subsidiary Plan) on such dates: Incremental Number ofOption of Option Shares Exercisable Exercisability Date _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ ​ Notwithstanding anything to the foregoing contrary herein or Sections 3(c) of in the Plan, and notwithstanding all outstanding Option Shares shall become fully exercisable upon the provisions termination of any the Optionee’s Service Relationship by reason of the Optionee’s death or disability (as determined by the Administrator). In addition, if the ​ ​ ​ Optionee’s Service Relationship is terminated by the Company without Cause (as defined below)[ or by the Optionee for Good Reason (as defined in the employment or other service agreement between the Optionee Grantee and Company the Company), in either case]1 upon or any Subsidiary that is in effect within 12 months following a Sale Event, all outstanding Option Shares shall become fully exercisable as of the date hereof, in the event of a Sale Event under which this Stock Option is not assumed or continued by the successor entity in such Sale Event or substituted with a new award of such successor, termination. The Administrator may at any time accelerate the vesting schedule specified in this Stock Option shall become immediately vested and exercisable in full, whether or not vested and exercisable at such time, subject to the provisions of the Plan, as of the effective time of such Sale EventParagraph 1. Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated so long as the Optionee remains an employee of the Company or a Subsidiary on such dates: Incremental Number ofOption of Option Shares Exercisable Exercisable* Exercisability Date _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ * Max. of $100,000 per yr. Notwithstanding the foregoing or Sections 3(c) of the Planforegoing, and notwithstanding the provisions of any employment or other agreement between the Optionee and Company or any Subsidiary that is in effect as of the date hereof, this Stock Options will become 100% vested in the event of a Sale Event under which this Stock Option is not assumed or continued by termination of the successor entity in such Sale Event or substituted with a new award of such successor, this Stock Option shall become immediately vested and exercisable in full, whether or not vested and exercisable at such time, subject Optionee’s employment due to the provisions Optionee’s death, Disability or Retirement, provided Optionee has continuously served as a director, employee or Consultant of the Plan, as Company or a Subsidiary for the three-year period immediately preceding the Optionee’s termination of employment and that the Optionee was an employee of the effective time of such Sale EventCompany or a Subsidiary on the Grant Date. Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated indicated, so long as the Optionee remains an employee of the Company or a Subsidiary on through each such datesdate: Incremental Number ofOption of Option Shares Exercisable Exercisability Date _____________ (___%) ____________ _____________ (___%) _______ ______________________ _____________ (___%) _______ ______________________ _____________ (___%) _______ ______________________ _____________ (___%) ____________ Notwithstanding the foregoing or Sections 3(c) of the Plan, and notwithstanding the provisions of any employment or other agreement between the Optionee and Company or any Subsidiary that is in effect as of the date hereofforegoing, in the event of (i) the termination of the Optionee’s service as an employee of the Company or a Sale Event under which this Stock Option is not assumed Subsidiary because of the Optionee’s death, disability or continued by Retirement, or (ii) a Change of Control of the successor entity Company as defined in such Sale Event or substituted with a new award Section 19 of such successorthe Plan, this Stock Option shall become immediately vested and exercisable in full, whether or not vested and exercisable at such time, subject to the provisions of the Plan, as of the effective time of such Sale Event. Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated so long as the Optionee remains an employee of continues to have a Service Relationship with the Company or a Subsidiary (as defined in the Plan) on such dates: Incremental Number ofOption Shares Exercisable Exercisability Date (___%) ____________ (___%) ____________ (___%) ____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ Notwithstanding the foregoing For purposes hereof, “Service Relationship” means any relationship as a full-time employee, part-time employee or Sections 3(c) director of the Plan, and notwithstanding the provisions of any employment or other agreement between the Optionee and Company or any Subsidiary that is in effect as of the date hereofor any successor entity (e.g., a Service Relationship shall be deemed to continue without interruption in the event of a Sale Event under which this Stock Option is not assumed an individual’s status changes from full-time employee to part-time employee or continued by the successor entity in such Sale Event or substituted with a new award of such successor, this Stock Option shall become immediately vested and exercisable in full, whether or not vested and exercisable at such time, subject to the provisions of the Plan, as of the effective time of such Sale EventNon-Employee Director). Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.

Exercisability Schedule. No portion of this Stock Share Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the following exercisability schedule hereunderschedule, this Stock Share Option shall be exercisable with respect to the following number of Option Shares on the dates indicated so long as Optionee remains an employee of has continuously provided service to the Company or a Subsidiary as either a Consultant or, if converted to employee, then as an employee or Consultant, on such dates: Incremental Number ofOption of Option Shares Exercisable Exercisability Date _____________ (___%) _______________ _____________ (___%) _______________ _____________ (___%) _______________ _____________ (___%) ____________ _____________ (___%) ____________ Notwithstanding In determining the foregoing or Sections 3(c) number of vested Option Shares at the Plan, and notwithstanding the provisions time of any employment or other agreement between exercise, the Optionee and Company or any Subsidiary that is in effect as number of the date hereof, in the event of a Sale Event under which this Stock Option is not assumed or continued by the successor entity in such Sale Event or substituted with a new award of such successor, this Stock Option Shares shall become immediately vested and exercisable in full, whether or not vested and exercisable at such time, subject be rounded down to the provisions nearest whole ADS or the nearest increment of the Plan, as of the effective time of such Sale Event13 Ordinary Shares. Once exercisable, this Stock Share Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof of this Agreement and of the Plan.

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated below so long as the Optionee remains an employee of continues to have a Service Relationship with the Company or a Subsidiary on such dates: Incremental Number ofOption of Option Shares Exercisable Exercisable* [Exercisability Date Date] _____________ (___%) _____________ (___%) _____________ (___%) _____________ (___%) _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ * Max. Option Share value of $100,000 per yr. Notwithstanding the foregoing or Sections 3(c) of the Plan, and notwithstanding the provisions of any employment or other agreement between the Optionee and Company or any Subsidiary that is in effect as of the date hereofforegoing, in the event of a Sale Event under which this Stock Option is not assumed or continued Event, upon a termination of Optionee’s Service Relationship without Cause by the successor entity in such Sale Event Company (or substituted with a new award of such successor, this Stock if appropriate) in connection with or within three months following the consummation of a Sale Event, then 100% of the then outstanding and unvested Option Shares shall become immediately be deemed vested and exercisable in full, whether or not vested and exercisable at effective immediately prior to such time, subject to the provisions termination of the Plan, as of the effective time of such Sale EventOptionee’s Service Relationship. Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated so long as Optionee remains an employee or service provider of the Company or a Subsidiary on such dates: Incremental Number ofOption of Option Shares Exercisable Exercisability Date _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ Notwithstanding the foregoing or Sections 3(c) of the Planforegoing, and notwithstanding the provisions of any employment or other agreement between the Optionee and Company or any Subsidiary that is in effect as of the date hereof, this Stock Options will become 100% vested in the event of a Sale Event under which this Stock Option is not assumed termination of the Optionee’s employment or continued by the successor entity in such Sale Event or substituted with a new award of such successor, this Stock Option shall become immediately vested and exercisable in full, whether or not vested and exercisable at such time, subject service due to the provisions Optionee’s death, Disability or Retirement, provided Optionee has continuously served as a director, employee or Consultant of the Plan, as Company or a Subsidiary for the three-year period immediately preceding the Optionee’s termination of the effective time of such Sale Eventemployment or service. Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 1 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated so long as the Optionee remains an employee of in a Service Relationship (as defined in the Company or a Subsidiary Plan) on such dates: ​ Incremental Number ofOption of Option Shares Exercisable Exercisability Date _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ ​ Notwithstanding anything to the foregoing contrary herein or Sections 3(c) of in the Plan, and notwithstanding all outstanding Option Shares shall become fully exercisable upon (i) the provisions of any employment or other agreement between the Optionee and Company or any Subsidiary that is in effect as termination of the date hereof, in Optionee’s Service Relationship by reason ​ ​ of the event Optionee’s death or disability (as determined by the Administrator) or (ii) subject to the Optionee’s continued Service Relationship through the consummation of a Sale Event under which this Stock Option is not assumed or continued by (as defined in the successor entity in such Sale Event or substituted with a new award of such successorPlan), this Stock Option shall become immediately vested and exercisable in full, whether or not vested and exercisable at such time, subject prior to the provisions of the Plan, as of the effective time consummation of such Sale Event. Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunderhereunder in circumstances involving the Optionee’s death or disability [and to any Company leave of absence policy in effect], this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated so long as the Optionee remains an employee of continues to be employed with the Company or a Subsidiary on such dates: 1 For ISOs 2 For NQSOs Incremental Number ofOption of Option Shares Exercisable Exercisable[*]3 Exercisability Date _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ [* Max. of $100,000 per year.]4 Notwithstanding anything in this Agreement to the foregoing or Sections contrary, in the case of a Sale Event, this Stock Option and the Option Shares shall be treated as provided in Section 3(c) of the Plan, [ provided; however that the Stock Option and notwithstanding the provisions of Option Shares shall be subject to any employment or other executive agreement by and between the Optionee and Company or any Subsidiary that is in effect as of the date hereof, in the event of a Sale Event under which this Stock Option is not assumed or continued by the successor entity in such Sale Event or substituted with a new award of such successor, this Stock Option shall become immediately vested and exercisable in full, whether or not vested and exercisable at such time, subject to the provisions of the PlanCompany, as of applicable (the effective time of such Sale Event“Executive Agreement”)]. Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunderhereunder in circumstances involving the Optionee’s death or disability [and to any Company leave of absence policy in effect], this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated so long as the Optionee remains an employee of continues to be employed with the Company or a Subsidiary an Affiliate on such dates: Incremental Number ofOption of Option Shares Exercisable Exercisable[*] Exercisability Date _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ Notwithstanding anything in this Agreement to the foregoing or Sections contrary, in the case of a Sale Event, this Stock Option and the Option Shares shall be treated as provided in Section 3(c) of the Plan, [ provided; however that the Stock Option and notwithstanding the provisions of Option Shares shall be subject to any employment or other executive agreement by and between the Optionee and Company or any Subsidiary that is in effect as of the date hereof, in the event of a Sale Event under which this Stock Option is not assumed or continued by the successor entity in such Sale Event or substituted with a new award of such successor, this Stock Option shall become immediately vested and exercisable in full, whether or not vested and exercisable at such time, subject to the provisions of the PlanCompany, as of applicable (the effective time of such Sale Event“Executive Agreement”)]. Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan. For the avoidance of doubt, being employed with the Company or an Affiliate for only a portion of the vesting period, but where the Optionee’s employment has terminated prior to a vesting date, will not entitle the Optionee to vest in and exercise a pro-rata portion of this Stock Option on such vesting date or any future vesting date.

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated below so long as the Optionee remains an employee of continues to have a Service Relationship with the Company or a Subsidiary on such dates: Incremental Number ofOption of Option Shares Exercisable [Exercisability Date Date] _____________ (___%) _____________ (___%) _____________ (___%) _____________ (___%) _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ Notwithstanding the foregoing or Sections 3(c) of the Plan, and notwithstanding the provisions of any employment or other agreement between the Optionee and Company or any Subsidiary that is in effect as of the date hereofforegoing, in the event of a Sale Event under which this Stock Event, 100% of the then-outstanding and unvested Option is not assumed or continued by the successor entity in such Sale Event or substituted with a new award of such successor, this Stock Option Shares shall become immediately be deemed vested and exercisable on the date of such Sale Event; provided, that the Optionee remains in full, whether or not vested and exercisable at such time, subject to the provisions service as a member of the Plan, as of Board until the effective time date of such Sale Event. Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated so long as the Optionee remains an employee in service as a member of the Company or a Subsidiary Board on such dates: Incremental Number ofOption of Option Shares Exercisable Exercisability Date _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ Notwithstanding the foregoing or Sections 3(cforegoing, this Stock Options will become 100% vested (i) of the Plan, and notwithstanding the provisions of any employment or other agreement between the Optionee and Company or any Subsidiary that is in effect as of the date hereof, in the event of a Sale Event under which this Stock Option is not assumed or continued by termination of the successor entity in such Sale Event or substituted with Optionee’s service as a new award of such successor, this Stock Option shall become immediately vested and exercisable in full, whether or not vested and exercisable at such time, subject Director due to the provisions Optionee’s death, Disability or Retirement, provided Optionee has continuously served as a director, employee or Consultant of the Plan, as Company or a Subsidiary for the three-year period immediately preceding the Optionee’s termination of the effective time of such service and (ii) upon a Sale Event. Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become vested and exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined described in Section 2 of the Plan) to accelerate the vesting or exercisability schedule hereunder, this Stock Option shall be vested and exercisable with respect to the following number of Option Shares on the dates indicated so long as the Optionee continuously remains an employee of the Company or a Subsidiary on through such dates: Incremental Number ofOption of Option Shares Exercisable Exercisable1 Exercisability Date _____________ (___%) ____________ (___%) ___________ (___%) ____________ (___%) ___________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ Notwithstanding the foregoing or Sections 3(c1 As explained in Section 5(f) of the Plan, and notwithstanding to the provisions of any employment or other agreement between extent the Optionee and Company or any Subsidiary that is in effect aggregate Fair Market Value (determined as of the date hereof, in Grant Date) of the event shares of a Sale Event under Stock with respect to which this Stock Option is not assumed or continued becomes exercisable for the first time by the successor entity Optionee during any calendar year exceeds $100,000, the portion of this Award in such Sale Event or substituted with a new award excess of such successor, this limit will be treated as a Non-Qualified Stock Option shall become immediately and will be taxable upon exercise. Once vested and exercisable in full, whether or not vested and exercisable at such time, subject to the provisions of the Plan, as of the effective time of such Sale Event. Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become vested and exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the vesting and exercisability schedule hereunder, this Stock Option shall vest and be exercisable with respect to the following number of Option Shares on the dates indicated so long as Optionee remains an employee of the Company or in a Subsidiary Service Relationship on such dates: Incremental Number ofOption of Option Shares Exercisable Exercisability Date _____________ (___%) _____________ (___%) _____________ (___%) _____________ (___%) _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ Notwithstanding the foregoing or Sections 3(c) of the Plan, and notwithstanding the provisions of any employment or other agreement between the Optionee and Company or any Subsidiary that is in effect as of the date hereof, in the event of a Sale Event under which this Stock Option is not assumed or continued by the successor entity in such Sale Event or substituted with a new award of such successor, this Stock Option shall become immediately vested and exercisable in full, whether or not vested and exercisable at such time, subject to the provisions of the Plan, as of the effective time of such Sale Event. Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan. [Included for Directors: In the event of a corporate transaction, including a merger or reorganization, whereby the holders of the outstanding shares of common stock of the Company before the transaction fail to have a beneficial interest of 51 percent or more of the shares of outstanding common stock of the Company or its successor (or its ultimate parent) after the consummation of the transaction, all the Optionee’s outstanding options to acquire shares of common stock of the Company shall become vested and fully exercisable immediately prior to the consummation of the transaction.]

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated below so long as the Optionee remains an employee of continues to have a Service Relationship with the Company or a Subsidiary on such dates: Incremental Number ofOption of Option Shares Exercisable Exercisability Date _____________ (___%) _____________ (___%) _____________ (___%) _____________ (___%) _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ Notwithstanding the foregoing or Sections 3(c) of the Plan, and notwithstanding the provisions of any employment or other agreement between the Optionee and Company or any Subsidiary that is in effect as of the date hereofforegoing, in the event of a Sale Event under which this Stock Event, 100% of the then-outstanding and unvested Option is not assumed or continued by the successor entity in such Sale Event or substituted with a new award of such successor, this Stock Option Shares shall become immediately be deemed vested and exercisable in fullon the date of such Sale Event; provided, whether that the Optionee continues to have a Service Relationship with the Company or not vested and exercisable at such time, subject to a Subsidiary until the provisions of the Plan, as of the effective time date of such Sale Event. Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.

Exercisability Schedule. The Optionee shall have no rights to this Stock Option unless he or she shall have accepted the Stock Option electronically through the Company’s Stock Plan Administration System. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated so long as Optionee remains an employee of the Company or a Subsidiary on such dates: Incremental Number ofOption of Option Shares Exercisable Exercisability Date _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ Notwithstanding the foregoing or Sections 3(c) of the Plan, and notwithstanding the provisions of any employment or other agreement between the Optionee and Company or any Subsidiary that is in effect as of the date hereof, in the event of a Sale Event under which this Stock Option is not assumed or continued by the successor entity in such Sale Event or substituted with a new award of such successor, this Stock Option shall become immediately vested and exercisable in full, whether or not vested and exercisable at such time, subject to the provisions of the Plan, as of the effective time of such Sale Event. Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.

Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 1 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated so long as the Optionee remains an employee of in a Service Relationship (as defined in the Company or a Subsidiary Plan) on such dates: ​ ​ Incremental Number ofOption of Option Shares Exercisable Exercisability Date ​ ​ _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ ​ ​ ​ ​ Notwithstanding anything to the foregoing contrary herein or Sections 3(c) of in the Plan, and notwithstanding all outstanding Option Shares shall become fully exercisable upon the provisions termination of any the Optionee’s Service Relationship by reason of the Optionee’s death or disability (as determined by the Administrator). In addition, if the Optionee’s Service Relationship is terminated by the Company or an Affiliate, as applicable, without Cause (as defined below)[ or by the Optionee for Good Reason (as defined in the employment or other service agreement between the Optionee and the Company or any Subsidiary that is an Affiliate), in effect either case]1 upon or within 12 months following a Sale Event, all outstanding Option Shares shall become fully exercisable as of the date hereof, in the event of a Sale Event under which this Stock Option is not assumed or continued by the successor entity in such Sale Event or substituted with a new award of such successor, termination. The Administrator may at any time accelerate the exercisability schedule specified in this Stock Option shall become immediately vested and exercisable in full, whether or not vested and exercisable at such time, subject to the provisions of the Plan, as of the effective time of such Sale EventParagraph 1. Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan.