Common use of Exercise after a Change of Control Clause in Contracts

Exercise after a Change of Control. This Option shall be exercisable for the number of shares of Common Stock subject to the Option only to the extent that the Participant is entitled to purchase pursuant to Section 2 as of the date of termination of the Participant’s employment by, or provision of services to, the Company and its Affiliates on or after a Change in Control, reduced by the number of shares for which the Participant previously exercised the Option, and to the extent the Participant’s rights have not otherwise been terminated under this Agreement, if the Participant’s employment by, or provision of services to, the Company and its Affiliates terminates on or after a Change in Control (other than as described in Section 3(a) above), and the balance of the Option shall be forfeited with no consideration. In that event, to the extent exercisable the Participant may exercise this Option for the remainder of the period preceding the Expiration Date or until the date that is twelve (12) months after the Participant’s Termination Date, whichever period is shorter.

Exercise after a Change of Control. This Option shall be exercisable for all or part of the number of shares of Common Stock subject to the Option only to the extent that the Participant is entitled to purchase pursuant to Section 2 as of the date of termination of the Participant’s 's employment by, or provision of services to, the Company and its Affiliates on or after a Change in Control, reduced by the number of shares for which the Participant previously exercised the Option, and to the extent the Participant’s rights have not otherwise been terminated under this Agreement, if the Participant’s 's employment by, or provision of services to, the Company and its Affiliates terminates on or after a Change in Control (other than as described in Section 3(a) above), and the balance of the Option shall be forfeited with no consideration. In that event, to the extent exercisable the Participant may exercise this Option for the remainder of the period preceding the Expiration Date or until the date that is twelve six (126) months after the Participant’s 's Termination Date, whichever period is shorter. Notwithstanding the foregoing, to the extent the Participant exercises any portion of this Option more than three (3) months after the date he ceases to be an employee of the Company and its Affiliates, such portion of the Option shall be treated as a nonqualified stock option.

Exercise after a Change of Control. This Option shall be exercisable for all or part of the number of shares of Common Stock subject to the Option only to the extent that the Participant is entitled to purchase pursuant to Section 2 as of the date of termination of the Participant’s 's employment by, or provision of services to, the Company and its Affiliates on or after a Change in Control, reduced by the number of shares for which the Participant previously exercised the Option, and to the extent the Participant’s rights have not otherwise been terminated under this Agreement, if the Participant’s 's employment by, or provision of services to, the Company and its Affiliates terminates on or after a Change in Control (other than as described in Section 3(a) above), and the balance of the Option shall be forfeited with no consideration. In that event, to the extent exercisable the Participant may exercise this Option for the remainder of the period preceding the Expiration Date or until the date that is twelve six (126) months after the Participant’s 's Termination Date, whichever period is shorter.