Common use of Exerciseability Clause in Contracts

Exerciseability. (a) The shares subject to this Option shall become exerciseable (“vest”) on the dates indicated under the Vesting Schedule table above such that this Option shall be fully exerciseable on the last date listed on such table; provided, however, that such vesting shall cease at the time of Optionee’s Severance. (b) These installments shall be cumulative, so that this Option may be exercised as to any or all of the Shares covered by an installment at any time or times after the installment becomes vested and until this Option terminates. (c) The foregoing notwithstanding, in the event of a “Change of Control”, defined herein as (i) any transaction or series of transactions in which any person or group (within the meaning of Rule 13d-5 under the Exchange Act and Sections 13(d) and 14(d) under the Exchange Act) becomes the direct or indirect “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), by way of a stock issuance, tender offer, merger, consolidation, other business combination or otherwise, of greater than 50% of the total voting power (on a fully diluted basis as if all convertible securities had been converted and all warrants and options had been exercised) entitled to vote in the election of directors of the Company (including any transaction in which the Company becomes a wholly-owned or majority-owned subsidiary of another corporation), or (ii) any merger or consolidation or reorganization in which the Company does not survive, or (iii) any merger or consolidation in which the Company survives, but the shares of the Company’s Common Stock outstanding immediately prior to such merger or consolidation represent 50% or less of the voting power of the Company after such merger or consolidation, or (iv) any transaction in which more than 50% of the Company’s assets are sold, then, in any such case, this Option shall automatically vest and become immediately exerciseable in its entirety, such vesting to be effective as of the effective date of such transaction or series of transactions; provided, however, that no transaction contemplated by clauses (i) through (iv) above shall constitute a Change of Control if both (x) the person acting as the Chief Executive Officer of the Company for the 6 months prior to such transaction becomes the Chief Executive Officer or Executive Chairman of the Board of Directors of the entity that has acquired control of the Company as a result of such transaction (the “Acquiror”) immediately after such transaction and remains the Chief Executive Officer or Executive Chairman of the Board of Directors for not less than one year following the transaction and (y) a majority of the Acquiror’s board of directors immediately after such transaction consist of persons who were directors of the Company immediately prior to such transaction. (d) The Optionee’s Severance (whether by reason of death or otherwise) shall not accelerate the number of shares with respect to which an Option may be exercised.

Exerciseability. (a) The shares Base Shares subject to this Option SAR shall become exerciseable (“vest”) on the dates indicated under the Vesting Schedule table above such that this Option SAR shall be fully exerciseable on the last date listed on such table; provided, however, that such vesting shall cease at the time of OptioneeXxxxxxx’s Severance. (b) These installments shall be cumulative, so that this Option SAR may be exercised as to any or all of the Base Shares covered by an installment at any time or times after the installment becomes vested and until this Option SAR terminates. (c) The foregoing notwithstanding, in the event of that either (i) in connection with a “Change of Control”” (defined below), the “Acquiror” (defined below) fails to assume, convert or replace this SAR, or (ii) the Grantee’s employment is terminated within the twenty-four (24) month period following a Change of Control by the Company (or the Acquiror) other than for “Cause” (defined below) or, if applicable, by the Grantee in accordance with the termination for “Good Reason” provisions of the Grantee’s employment agreement, if any, then, in any such case, this SAR shall automatically vest and become immediately exerciseable in its entirety, such vesting to be effective as of immediately prior to the effective date of the Change of Control in the case of (i), and as of the date of termination of the Grantee’s employment in the case of (ii). For purposes of this agreement, a “Change of Control” is defined herein as (i) any transaction or series of transactions in which any person or group (within the meaning of Rule 13d-5 under the Exchange Act and Sections 13(d) and 14(d) under the Exchange Act) becomes the direct or indirect “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), by way of a stock issuance, tender offer, merger, consolidation, other business combination or otherwise, of greater than 50% of the total voting power (on a fully diluted basis as if all convertible securities had been converted and all warrants and options had been exercised) entitled to vote in the election of directors of the Company (including any transaction in which the Company becomes a wholly-owned or majority-owned subsidiary of another corporation), or (ii) any merger or consolidation or reorganization in which the Company does not survive, or (iii) any merger or consolidation in which the Company survives, but the shares of the Company’s Common Stock outstanding immediately prior to such merger or consolidation represent 50% or less of the voting power of the Company after such merger or consolidation, or (iv) any transaction in which more than 50% of the Company’s assets are sold, then, in any such case, this Option shall automatically vest and become immediately exerciseable in its entirety, such vesting to be effective as of the effective date of such transaction or series of transactions; provided, however, that no transaction contemplated by clauses (i) through (iv) above shall constitute a Change of Control if both (x) the person acting as the Chief Executive Officer of the Company for the 6 six months prior to such transaction becomes the Chief Executive Officer or Executive Chairman of the Board of Directors of the entity that has acquired control of the Company as a result of such transaction (the “Acquiror”) immediately after such transaction and remains the Chief Executive Officer or Executive Chairman of the Board of Directors for not less than one year following the transaction and (y) a majority of the Acquiror’s board of directors immediately after such transaction consist of persons who were directors of the Company immediately prior to such transaction. For purposes of this Agreement, “Cause” means: (1) a material breach by the Grantee of those duties and responsibilities of the Grantee which do not differ in any material respect from the duties and responsibilities of the Grantee during the ninety (90) day period immediately prior to a Change in Control (other than as a result of incapacity due to physical or mental illness) which is demonstrably willful and deliberate on the Grantee’s part, which is committed in bad faith or without reasonable belief that such breach is in the best interests of the Company and which is not remedied in a reasonable period of time after receipt of written notice from the Company specifying such breach; (2) willful misconduct or gross negligence which results in material harm to the Company; or (3) the conviction of the Grantee of, or a plea of nolo contendere by the Grantee to, a felony or other crime involving fraud or dishonesty; or (4) willful violation of Company policies which results in material harm to the Company. (d) The OptioneeExcept as otherwise provided for herein, the Grantee’s Severance (whether by reason of death or otherwise) shall not accelerate the number of shares Base Shares with respect to which an Option SAR may be exercised.

Exerciseability. (a) The shares Base Shares subject to this Option SAR shall become exerciseable (“vest”) on the dates indicated under the Vesting Schedule table above such that this Option SAR shall be fully exerciseable on the last date listed on such table; provided, however, that such vesting shall cease at the time of OptioneeGrantee’s Severance. (b) These installments shall be cumulative, so that this Option SAR may be exercised as to any or all of the Base Shares covered by an installment at any time or times after the installment becomes vested and until this Option SAR terminates. (c) The foregoing notwithstanding, in the event that either (i) in connection with a “Change of Control” (defined below), the “Acquiror” (defined below) fails to assume, convert or replace this SAR, or (ii) the Grantee’s employment is terminated within the twenty-four (24) month period following a Change of Control by the Company (or the Acquiror) other than for “Cause” (defined below) or, if applicable, by the Grantee in accordance with the termination for “Good Reason” provisions of the Grantee’s employment agreement, if any, then, in any such case, this SAR shall automatically vest and become immediately exerciseable in its entirety, such vesting to be effective as of immediately prior to the effective date of the Change of Control in the case of (i), and as of the date of termination of the Grantee’s employment in the case of (ii). For purposes of this agreement, a “Change of Control”, is defined herein as (i) any transaction or series of transactions in which any person or group (within the meaning of Rule 13d-5 under the Exchange Act and Sections 13(d) and 14(d) under the Exchange Act) becomes the direct or indirect “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), by way of a stock issuance, tender offer, merger, consolidation, other business combination or otherwise, of greater than 50% of the total voting power (on a fully diluted basis as if all convertible securities had been converted and all warrants and options had been exercised) entitled to vote in the election of directors of the Company (including any transaction in which the Company becomes a wholly-owned or majority-owned subsidiary of another corporation), or (ii) any merger or consolidation or reorganization in which the Company does not survive, or (iii) any merger or consolidation in which the Company survives, but the shares of the Company’s Common Stock outstanding immediately prior to such merger or consolidation represent 50% or less of the voting power of the Company after such merger or consolidation, or (iv) any transaction in which more than 50% of the Company’s assets are sold, then, in any such case, this Option shall automatically vest and become immediately exerciseable in its entirety, such vesting to be effective as of the effective date of such transaction or series of transactions; provided, however, that no transaction contemplated by clauses (i) through (iv) above shall constitute a Change of Control if both (x) the person acting as the Chief Executive Officer of the Company for the 6 six months prior to such transaction becomes the Chief Executive Officer or Executive Chairman of the Board of Directors of the entity that has acquired control of the Company as a result of such transaction (the “Acquiror”) immediately after such transaction and remains the Chief Executive Officer or Executive Chairman of the Board of Directors for not less than one year following the transaction and (y) a majority of the Acquiror’s board of directors immediately after such transaction consist of persons who were directors of the Company immediately prior to such transaction. For purposes of this Agreement, “Cause” means: (1) a material breach by the Grantee of those duties and responsibilities of the Grantee which do not differ in any material respect from the duties and responsibilities of the Grantee during the ninety (90) day period immediately prior to a Change in Control (other than as a result of incapacity due to physical or mental illness) which is demonstrably willful and deliberate on the Grantee’s part, which is committed in bad faith or without reasonable belief that such breach is in the best interests of the Company and which is not remedied in a reasonable period of time after receipt of written notice from the Company specifying such breach; (2) willful misconduct or gross negligence which results in material harm to the Company; or (3) the conviction of the Grantee of, or a plea of nolo contendere by the Grantee to, a felony or other crime involving fraud or dishonesty; or (4) willful violation of Company policies which results in material harm to the Company. (d) The OptioneeExcept as otherwise provided for herein, the Grantee’s Severance (whether by reason of death or otherwise) shall not accelerate the number of shares Base Shares with respect to which an Option SAR may be exercised.

Exerciseability. (a1) The shares subject to Except as otherwise provided in this Option shall become exerciseable (“vest”) on Section 5, upon a termination of the dates indicated under Optionee's employment, the Vesting Schedule table above such that this Option shall be fully exerciseable exercisable only to the extent that the Option has accrued and is in effect on the last date listed on of such table; provided, however, that such vesting shall cease at termination of the time of Optionee’s Severance's employment. (b2) These installments Upon a termination of the Optionee's employment by reason of permanent disability (as defined above) or by reason of the death of the Optionee, the Option shall be cumulativeexercisable with respect to the full number of the Option Shares, whether or not the Optionee was entitled to do so that this at the date he or she became permanently disabled or at the date of his or her death. To the extent exercisable, the Option may be exercised as to any or all by a legal representative on behalf of the Shares covered by an installment at any time or times after the installment becomes vested and until this Option terminates. (c) The foregoing notwithstanding, Optionee in the event of a “Change such permanent disability, or, in the case of Control”the death of the Optionee, defined herein as (i) any transaction by the estate of the Optionee or series of transactions in which by any person or group persons who acquired the right to exercise the Option by bequest or inheritance or by reason of the death of the Optionee. (within 3) In the meaning event of Rule 13d-5 under a change of control, the Exchange Act and Option shall become exercisable with respect to the full number of the Option Shares, whether or not the Optionee was entitled to do so at the date of such change of control. (4) For purposes of this Section 5, "change of control" means the happening of any of the following: (A) When any "person," as such term is used in Sections 13(d) and 14(d) under of the Securities Exchange Act of 1934 (the "Exchange Act") becomes (other than the direct Company, a subsidiary of the Company, or indirect “a Company employee benefit plan, including any trustee of such plan acting as trustee) that is not a "beneficial owner” " (as defined in Rule 13d-3 under the Exchange Act), by way without regard to clause (d)(1) of such Rule) of 5% or more of the Company's capital stock on the date hereof becomes the beneficial owner, directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the combined voting power of the Company's then outstanding securities entitled to vote generally in the election of directors; or (B) The stockholders of the Company approve a stock issuance, tender offer, merger, consolidationmerger or consolidation of the Company with any other corporation, other business combination than a merger or otherwise, consolidation which would result in the voting securities of greater than the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50% %) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve an agreement for the sale or disposition by the Company of all or substantially all the Company's assets; or (on a fully diluted basis as if all convertible securities had been converted and all warrants and options had been exercisedC) entitled to vote in A proxy contest for the election of directors of the Company (including any transaction results in which the Company becomes a wholly-owned or majority-owned subsidiary of another corporation), or (ii) any merger or consolidation or reorganization in which persons constituting the Company does not survive, or (iii) any merger or consolidation in which the Company survives, but the shares of the Company’s Common Stock outstanding Board immediately prior to such merger or consolidation represent 50% or less of the voting power of the Company after such merger or consolidation, or (iv) any transaction in which more than 50% of the Company’s assets are sold, then, in any such case, this Option shall automatically vest and become immediately exerciseable in its entirety, such vesting to be effective as of the effective date initiation of such transaction or series of transactions; provided, however, that no transaction contemplated by clauses (i) through (iv) above shall proxy contest ceasing to constitute a Change of Control if both (x) the person acting as the Chief Executive Officer of the Company for the 6 months prior to such transaction becomes the Chief Executive Officer or Executive Chairman of the Board of Directors of the entity that has acquired control of the Company as a result of such transaction (the “Acquiror”) immediately after such transaction and remains the Chief Executive Officer or Executive Chairman of the Board of Directors for not less than one year following the transaction and (y) a majority of the Acquiror’s board Board upon the conclusion of directors immediately after such transaction consist of persons who were directors of the Company immediately prior to such transactionproxy contest. (d) The Optionee’s Severance (whether by reason of death or otherwise) shall not accelerate the number of shares with respect to which an Option may be exercised.

Exerciseability. (a) The shares Base Shares subject to this Option SAR shall become exerciseable (“vest”) on the dates indicated under the Vesting Schedule table above such that this Option SAR shall be fully exerciseable on the last date listed on such table; provided, however, that such vesting shall cease at the time of OptioneeGrantee’s Severance. (b) These installments shall be cumulative, so that this Option SAR may be exercised as to any or all of the Base Shares covered by an installment at any time or times after the installment becomes vested and until this Option SAR terminates. (c) The foregoing notwithstanding, in the event of that either (i) in connection with a “Change of Control”” (defined below), the “Acquiror” (defined below) fails to assume, convert or replace this SAR, or (ii) the Grantee’s employment is terminated within the twenty-four (24) month period following a Change of Control by the Company (or the Acquiror) other than for “Cause” (defined below) or, if applicable, by the Grantee in accordance with the termination for “Good Reason” provisions of the Grantee’s employment agreement, if any, then, in any such case, this SAR shall automatically vest and become immediately exerciseable in its entirety, such vesting to be effective as of immediately prior to the effective date of the Change of Control in the case of (i), and as of the date of termination of the Grantee’s employment in the case of (ii). For purposes of this agreement, a “Change of Control” is defined herein as as (i) any transaction or series of transactions in which any person or group (within the meaning of Rule 13d-5 under the Exchange Act and Sections 13(d) and 14(d) under the Exchange Act) becomes the direct or indirect “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), by way of a stock issuance, tender offer, merger, consolidation, other business combination or otherwise, of greater than 50% of the total voting power (on a fully diluted basis as if all convertible securities had been converted and all warrants and options had been exercised) entitled to vote in the election of directors of the Company (including any transaction in which the Company becomes a wholly-owned or majority-owned subsidiary of another corporation), or or (ii) any merger or consolidation or reorganization in which the Company does not survive, or or (iii) any merger or consolidation in which the Company survives, but the shares of the Company’s Common Stock outstanding immediately prior to such merger or consolidation represent 50% or less of the voting power of the Company after such merger or consolidation, or or (iv) any transaction in which more than 50% of the Company’s assets are sold, then, in any such case, this Option shall automatically vest and become immediately exerciseable in its entirety, such vesting to be effective as of the effective date of such transaction or series of transactions; provided, however, that no transaction contemplated by clauses (i) through (iv) above shall constitute a Change of Control if both (x) the person acting as the Chief Executive Officer of the Company for the 6 six months prior to such transaction becomes the Chief Executive Officer or Executive Chairman of the Board of Directors of the entity that has acquired control of the Company as a result of such transaction (the “Acquiror”) immediately after such transaction and remains the Chief Executive Officer or Executive Chairman of the Board of Directors for not less than one year following the transaction and (y) a majority of the Acquiror’s board of directors immediately after such transaction consist of persons who were directors of the Company immediately prior to such transaction. For purposes of this Agreement, “Cause” means: (1) a material breach by the Grantee of those duties and responsibilities of the Grantee which do not differ in any material respect from the duties and responsibilities of the Grantee during the ninety (90) day period immediately prior to a Change in Control (other than as a result of incapacity due to physical or mental illness) which is demonstrably willful and deliberate on the Grantee’s part, which is committed in bad faith or without reasonable belief that such breach is in the best interests of the Company and which is not remedied in a reasonable period of time after receipt of written notice from the Company specifying such breach; (2) willful misconduct or gross negligence which results in material harm to the Company; or (3) the conviction of the Grantee of, or a plea of nolo contendere by the Grantee to, a felony or other crime involving fraud or dishonesty; or (4) willful violation of Company policies which results in material harm to the Company. (d) The OptioneeExcept as otherwise provided for herein, the Grantee’s Severance (whether by reason of death or otherwise) shall not accelerate the number of shares Base Shares with respect to which an Option SAR may be exercised.

Exerciseability. (a) The shares Base Shares subject to this Option SAR shall become exerciseable (“vest”) on the dates indicated under the Vesting Schedule table above such that this Option SAR shall be fully exerciseable on the last date listed on such table; provided, however, that such vesting shall cease at the time of Optionee’s Grantee ‘s Severance. (b) These installments shall be cumulative, so that this Option SAR may be exercised as to any or all of the Base Shares covered by an installment at any time or times after the installment becomes vested and until this Option SAR terminates. (c) The foregoing notwithstanding, in the event of a “Change of Control”, defined herein as (i) any transaction or series of transactions in which any person or group (within the meaning of Rule 13d-5 under the Exchange Act and Sections 13(d) and 14(d) under the Exchange Act) becomes the direct or indirect “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), by way of a stock issuance, tender offer, merger, consolidation, other business combination or otherwise, of greater than 50% of the total voting power (on a fully diluted basis as if all convertible securities had been converted and all warrants and options had been exercised) entitled to vote in the election of directors of the Company (including any transaction in which the Company becomes a wholly-owned or majority-owned subsidiary of another corporation), or (ii) any merger or consolidation or reorganization in which the Company does not survive, or (iii) any merger or consolidation in which the Company survives, but the shares of the Company’s Common Stock outstanding immediately prior to such merger or consolidation represent 50% or less of the voting power of the Company after such merger or consolidation, or (iv) any transaction in which more than 50% of the Company’s assets are sold, then, in any such case, this Option SAR shall automatically vest and become immediately exerciseable in its entirety, such vesting to be effective as of the effective date of such transaction or series of transactions; provided, however, that no transaction contemplated by clauses (i) through (iv) above shall constitute a Change of Control if both (x) the person acting as the Chief Executive Officer of the Company for the 6 months prior to such transaction becomes the Chief Executive Officer or Executive Chairman of the Board of Directors of the entity that has acquired control of the Company as a result of such transaction (the “Acquiror”) immediately after such transaction and remains the Chief Executive Officer or Executive Chairman of the Board of Directors for not less than one year following the transaction and (y) a majority of the Acquiror’s board of directors immediately after such transaction consist of persons who were directors of the Company immediately prior to such transaction. (d) The Optionee’s Grantee ‘s Severance (whether by reason of death or otherwise) shall not accelerate the number of shares Base Shares with respect to which an Option SAR may be exercised.