Common use of Non-Employee Director Options Clause in Contracts

Non-Employee Director Options. Non-Employee Directors shall also be eligible to receive Options as described in this Section 4(c). (i) Each Non-Employee Director shall automatically be granted an NSO to purchase 10,000 Shares (subject to adjustment under Section 7(a)) as a result of his or her initial election as a Non-Employee Director. All NSOs granted pursuant to this Section 4(c)(i) shall vest and become exercisable, provided the individual is serving as a Non-Employee Director of the Company as of the vesting date, as follows: one-third of the total Shares subject to the NSO (rounded to nearest whole number) one year from the date of grant, then in 24 equal monthly installments commencing on the date one month and one year after the date of grant. (ii) Upon the conclusion of each regular annual meeting of the Company’s shareholders following his or her initial election, each eligible Non-Employee Director who is re-elected as a Non-Employee Director shall receive an NSO to purchase 5,000 Shares (subject to adjustment under Section 11(a)). All NSOs granted pursuant to this Section 4(c)(ii) shall vest and become exercisable provided the individual is serving as a Non-Employee Director of the Company as of the vesting date as follows: one-twelfth of the total Shares subject to the NSO (rounded to nearest whole number) on each monthly anniversary of the date of grant. (iii) All NSOs granted to Non-Employee Directors under this Section 4(c) shall become exercisable in full in the event of Change in Control with respect to the Company. (iv) The Exercise Price under all NSOs granted to a Non-Employee Director under this Section 4(c) shall be equal to one hundred percent (100%) of the Fair Market Value of a Share on the date of grant. (v) All NSOs granted to a Non-Employee Director under this Section 4(c) shall terminate on the earlier of: (A) March 26, 2022; or (B) The date ninety (90) days after the termination of such Non-Employee Director’s Service for any reason.

Non-Employee Director Options. Non-Employee Directors shall also be eligible to receive Options as described in this Section 4(c)) from and after the date the Board has determined to implement this provision. (i) Each eligible Non-Employee Director elected or appointed after the IPO Date shall automatically be granted an NSO to purchase 10,000 Shares (subject to adjustment under Section 7(a11(a)) as a result of his or her initial election or appointment as a Non-Employee Director. All NSOs granted pursuant to this Section 4(c)(i) shall vest and become exercisable, provided the individual is serving as a Non-Employee Director of the Company as of the vesting date, as follows: one-third of the total Shares subject to the NSO (rounded to nearest whole number) one year from the date of grant, then in 24 equal monthly installments commencing on the date one month and one year after the date of grant. (ii) Upon the conclusion of each regular annual meeting of the Company’s shareholders following his or her initial electionappointment, each eligible Non-Employee Director who is re-elected will continue serving as a Non-Employee Director member of the Board thereafter shall receive an NSO to purchase 5,000 Shares (subject to adjustment under Section 11(a)). All NSOs granted pursuant to this Section 4(c)(ii) shall vest and become exercisable provided the individual is serving as a Non-Employee Director of the Company as of the vesting date as follows: one-twelfth of the total Shares subject to the NSO (rounded to nearest whole number) on each monthly anniversary of the date of grant. (iii) All NSOs granted to Non-Employee Directors under this Section 4(c) shall become exercisable in full in the event of Change in Control with respect to the Company. (iv) The Exercise Price under all NSOs granted to a Non-Employee Director under this Section 4(c) shall be equal to one hundred percent (100%) of the Fair Market Value of a Share on the date of grant, which shall be payable in one of the forms described in Section 7. (v) All NSOs granted to a Non-Employee Director under this Section 4(c) shall terminate on the earlier of: (A) March 26September 30, 20222009; or (B) The date ninety (90) days after the termination of such Non-Employee Director’s Service for any reason.

Non-Employee Director Options. Non-Employee Directors shall also be eligible to receive Options as described in this Section 4(c)) from and after the date the Board has determined to implement this provision. (i) Each eligible Non-Employee Director elected or appointed after the IPO Date shall automatically be granted an NSO to purchase 10,000 Shares (subject to adjustment under Section 7(a11(a)) as a result of his or her initial election or appointment as a Non-Employee Director. All NSOs granted pursuant to this Section 4(c)(i) shall vest and become exercisable, provided the individual is serving as a Non-Employee Director of the Company as of the vesting date, as follows: one-third of the total Shares subject to the NSO (rounded to nearest whole number) one year from the date of grant, then in 24 equal monthly installments commencing on the date one month and one year after the date of grant. (ii) Upon the conclusion of each regular annual meeting of the Company’s 's shareholders following his or her initial electionappointment, each eligible Non-Employee Director who is re-elected will continue serving as a Non-Employee Director member of the Board thereafter shall receive an NSO to purchase 5,000 Shares (subject to adjustment under Section 11(a)). All NSOs granted pursuant to this Section 4(c)(ii) shall vest and become exercisable provided the individual is serving as a Non-Employee Director of the Company as of the vesting date as follows: one-twelfth of the total Shares subject to the NSO (rounded to nearest whole number) on each monthly anniversary of the date of grant. (iii) All NSOs granted to Non-Employee Directors under this Section 4(c) shall become exercisable in full in the event of Change in Control with respect to the Company. (iv) The Exercise Price under all NSOs granted to a Non-Employee Director under this Section 4(c) shall be equal to one hundred percent (100%) of the Fair Market Value of a Share on the date of grant, which shall be payable in one of the forms described in Section 7. (v) All NSOs granted to a Non-Employee Director under this Section 4(c) shall terminate on the earlier of: (A) March 26, 2022The 10th anniversary of the date of grant; or (B) The date ninety (90) days after the termination of such Non-Employee Director’s 's Service for any reason.

Non-Employee Director Options. Non-Employee Directors shall also be eligible to receive Options as described in this Section 4(c). (i) Each Non-Employee Director shall automatically be eligible to be granted an NSO to purchase 10,000 a number of Shares (and upon such terms consistent with the Plan) as determined by the Board and, if required by applicable law, approved by the Company’s shareholders (subject to adjustment under Section 7(a)) as a result of his or her initial election to the Board as a Non-Employee Director. All NSOs granted pursuant to this Section 4(c)(i) shall vest and become exercisable, provided the individual is serving as a Non-Employee Director of the Company as of the vesting date, as follows: one-third of the total Shares subject to the NSO (rounded to nearest whole number) one year from the date of grant, then in 24 equal monthly installments commencing on the date one month and one year after the date of grant. (ii) Upon the conclusion of each regular annual meeting of the Company’s shareholders following his or her initial election, each eligible Non-Employee Director who is re-elected as a Non-Employee Director shall be eligible to receive an NSO to purchase 5,000 a number of Shares (and upon such terms consistent with the Plan) as determined by the Board and, if required by applicable law, approved by the Company’s shareholders (subject to adjustment under Section 11(a7(a)). . (iii) All NSOs granted pursuant to Non-Employee Directors under this Section 4(c)(ii4(c) shall vest and become exercisable provided the individual is serving as a Non-Employee Director of the Company as of the vesting date as follows: one-twelfth of the total Shares subject to the NSO (rounded to nearest whole number) on each monthly anniversary of the date of grant. (iiiiv) All NSOs granted to Non-Employee Directors under this Section 4(c) shall become exercisable in full in the event of Change in Control with respect to the Company. (ivv) The Exercise Price under all NSOs granted to a Non-Employee Director under this Section 4(c) shall be equal to one hundred percent (100%) of the Fair Market Value of a Share on the date of grant, but in no event at the date of exercise less than (a) Euro 3.02 per Share if the NSO is granted before April 30, 2010, (b) Euro 1.94 per Share if the NSO is granted before May 9, 2011 (and after April 30, 2010), or (c) Euro 2.12 per Share if the NSO is granted on or after May 9, 2011. (vvi) All NSOs granted to a Non-Employee Director under this Section 4(c) shall terminate on the earlier of: (A) March 26, 2022; or (B) The date ninety (90) days after the termination of such Non-Employee Director’s Service for any reason.