Common use of Option Period Clause in Contracts

Option Period. The Options shall expire (to the extent not previously exercised or forfeited) on, and shall not be exercisable, following the tenth (10th) anniversary of the Date of Grant. In addition, all Options shall be subject to earlier expiration as provided herein or in the Plan, as follows: i. if Participant’s employment terminates due to death or, Permanent Disability or on or after a Change in Control without Cause or for Good Reason, Participant may exercise the Options, to the extent then vested, at any time until the earlier of (A) one year following termination of employment and (B) the expiration date of the Options specified in this Section 4(b); ii. if Participant’s employment is terminated due to Retirement, Participant may exercise the Options, to the extent then vested and exercisable, at any time until the expiration date of the Options specified in this Section 4(b); iii. if Participant’s employment is terminated by the Company without Cause prior to a Change in Control, Participant may exercise the Options, to the extent then vested, at any time until the earlier of (A) ninety (90) days following termination of employment and (B) the expiration date of the Options specified in this Section 4(b); iv. if Participant voluntarily terminates employment with the Company, Participant may exercise the Options, to the extent then vested, at any time until the earlier of (A) sixty (60) days following termination of employment and (B) the expiration date of the Options specified in this Section 4(b); or v. in the event of any other termination of Participant’s employment (including a termination by the Company for Cause), all of the Options (whether or not vested at the time of termination) shall, without any action on the part of any Person, immediately expire and be canceled without payment therefor. Except as provided in Section 4(a) hereof or in the case of automatic vesting in connection with such termination event, upon termination of Participant’s employment with the Company or a Subsidiary for any reason, all Options which have not theretofore vested shall, without any action on the part of any Person, immediately expire and be canceled without any payment therefor.

Option Period. The Options shall expire (to the extent not previously exercised or forfeited) on, and shall not be exercisable, following the tenth (10th) anniversary of the Date of Grant. In addition, all Options shall be subject to earlier expiration as provided herein Option is exercisable in whole or in the Plan, part as follows: i. if Participant’s employment terminates due to death or, Permanent Disability or on or after a Change in Control without Cause or for Good Reason, Participant may exercise the Options, any Covered Shares as to the extent then which it is outstanding and has become exercisable (“vested, ”) at any time until and from time to time through the earlier of Expiration Date. To the extent that the Option is otherwise outstanding, the Option will vest as to Covered Shares as set forth in this Section 2.2. (Aa) one year following termination of employment and Unless the Option has become vested pursuant to Section 2.2(b), 2.2(c), 2.2(d) or 2.2(e), the Option will become exercisable (B“vest”) as to all outstanding Covered Shares commencing on the expiration first (1st) anniversary date of the Options specified in this Section 4(b); ii. if Participant’s employment Grant Date provided that Optionee is terminated due to Retirement, Participant may exercise the Options, to the extent then vested and exercisable, at any time until the expiration date still an employee of the Options specified in this Section 4(b);Corporation on such vesting date. iii. if Participant(b) If Optionee’s employment is terminated by the Company Corporation by reason of Total and Permanent Disability and not for Cause, the Option will vest as to all outstanding Covered Shares as to which it has not otherwise vested commencing on Optionee’s Termination Date. (c) If Optionee’s employment with the Corporation is terminated by reason of Optionee’s death, the Option will immediately vest as to all outstanding Covered Shares as to which it has not otherwise vested, and the Option may be exercised by Optionee’s properly designated beneficiary, by the person or persons entitled to do so under Optionee’s will, or by the person or persons entitled to do so under the applicable laws of descent and distribution. (d) If Optionee’s employment with the Corporation is terminated during a Coverage Period by the Corporation without Cause or by Optionee with Good Reason, the Option will vest as to all outstanding Covered Shares as to which it has not otherwise vested commencing on Optionee’s Termination Date. (e) Notwithstanding any other provision of this Section 2.2, to the extent that the Option is outstanding but not yet vested at the time a Change in Control occurs, the Option will vest as to all then outstanding Covered Shares, effective as of the day immediately prior to a the occurrence of the Change in Control, Participant may exercise the Optionsprovided that, to the extent then vested, at any time until the earlier of (A) ninety (90) days following termination of employment and (B) the expiration date of the Options specified in this Section 4(b); iv. if Participant voluntarily terminates employment with the Company, Participant may exercise the Options, to the extent then vested, at any time until the earlier of (A) sixty (60) days following termination of employment and (B) the expiration date of the Options specified in this Section 4(b); or v. in the event of any other termination of Participant’s employment (including a termination by the Company for Cause), all of the Options (whether or not vested at the time the Change in Control occurs, Optionee is an employee of termination) shallthe Corporation. If Optionee is employed by a Subsidiary that ceases to be a Subsidiary of PNC and Optionee does not continue to be employed by PNC or a Subsidiary, without any action on then for purposes of the part of any PersonAgreement, immediately expire and be canceled without payment therefor. Except as provided in Section 4(a) hereof or in the case of automatic vesting in connection with such termination event, upon termination of ParticipantOptionee’s employment with the Company or a Subsidiary for any reason, all Options which have not theretofore vested shall, without any action on Corporation terminates effective at the part of any Person, immediately expire and be canceled without any payment therefortime this occurs.

Option Period. The Options shall expire Option is exercisable in whole or in part as to any Covered Shares as to which it is outstanding and has become exercisable (“vested”) at any time and from time to time through the Expiration Date. To the extent that the Option or relevant portion thereof is outstanding, the Option will vest as to Covered Shares as set forth in this Section 2.2. (a) Unless the Option has become fully vested pursuant to Section 2.2(b), 2.2(c), 2.2(d) or 2.2(e), the Option will become exercisable (“vest”): (i) as to one-third (1/3rd) of the Covered Shares (rounded down to the extent not previously exercised or forfeited) onnearest whole Share), and shall not be exercisable, following commencing on the tenth first (10th1st) anniversary date of the Grant Date provided that Optionee is still an employee of Grant. In addition, all Options shall be subject to earlier expiration as provided herein the Corporation on such vesting date or in the Plan, as follows: i. if Participant’s employment terminates due to death or, Permanent Disability or is a Retiree whose Retirement date occurred on or after a Change in Control without Cause or for Good Reason, Participant may exercise the Options, to the extent then vested, at any time until the earlier of six (A6) one year following termination of employment and (B) the expiration month anniversary date of the Options specified in this Section 4(b)Grant Date; (ii. if Participant’s employment is terminated due ) as to Retirement, Participant may exercise one-half (1/2) of the Options, remaining Covered Shares (rounded down to the extent then vested and exercisablenearest whole Share), at any time until commencing on the expiration second (2nd) anniversary date of the Options specified in this Section 4(b);Grant Date provided that Optionee is still an employee of the Corporation on such vesting date or is a Retiree whose Retirement date occurred on or after the first (1st) anniversary date of the Grant Date; and (iii. if Participant) as to the remaining Covered Shares, commencing on the third (3rd) anniversary date of the Grant Date provided that Optionee is still an employee of the Corporation on such vesting date or is a Retiree whose Retirement date occurred on or after the first (1st) anniversary date of the Grant Date. (b) If Optionee’s employment is terminated by the Company Corporation by reason of Total and Permanent Disability and not for Cause, the Option will vest as to all outstanding Covered Shares as to which it has not otherwise vested commencing on Optionee’s Termination Date. (c) If Optionee’s employment with the Corporation is terminated by reason of Optionee’s death, the Option will immediately vest as to all outstanding Covered Shares as to which it has not otherwise vested, and the Option may be exercised by Optionee’s properly designated beneficiary, by the person or persons entitled to do so under Optionee’s will, or by the person or persons entitled to do so under the applicable laws of descent and distribution. (d) If Optionee’s employment with the Corporation is terminated during a Coverage Period by the Corporation without Cause or by Optionee with Good Reason, the Option will vest as to all outstanding Covered Shares as to which it has not otherwise vested commencing on Optionee’s Termination Date. (e) Notwithstanding any other provision of this Section 2.2, to the extent that the Option is outstanding but not yet fully vested at the time a Change in Control occurs, the Option will vest as to all then outstanding Covered Shares as to which it has not otherwise vested, effective as of the day immediately prior to a the occurrence of the Change in Control, Participant may exercise the Optionsprovided that, to the extent then vested, at any time until the earlier of (A) ninety (90) days following termination of employment and (B) the expiration date of the Options specified in this Section 4(b); iv. if Participant voluntarily terminates employment with the Company, Participant may exercise the Options, to the extent then vested, at any time until the earlier of (A) sixty (60) days following termination of employment and (B) the expiration date of the Options specified in this Section 4(b); or v. in the event of any other termination of Participant’s employment (including a termination by the Company for Cause), all of the Options (whether or not vested at the time the Change in Control occurs, Optionee is either (i) an employee of terminationthe Corporation or (ii) shalla former employee of the Corporation whose unvested Option, without any action on or portion thereof, is then outstanding and continues to qualify for vesting pursuant to the part terms of any PersonSection 2.2(a)(i), immediately expire (ii) and/or (iii). If Optionee is employed by a Subsidiary that ceases to be a Subsidiary of PNC and Optionee does not continue to be canceled without payment therefor. Except as provided in Section 4(a) hereof employed by PNC or in a Subsidiary, then for purposes of the case of automatic vesting in connection with such termination eventAgreement, upon termination of ParticipantOptionee’s employment with the Company or a Subsidiary for any reason, all Options which have not theretofore vested shall, without any action on Corporation terminates effective at the part of any Person, immediately expire and be canceled without any payment therefortime this occurs.

Option Period. 3.1 The Options Option shall expire (to commence on the extent not previously exercised or forfeited) onDate of Grant and shall expire, and all rights to purchase the Option Shares shall not be exercisableterminate, following at the close of business on the day (the “Expiration Date”) immediately preceding the tenth (10th) anniversary of the Date of Grant, unless terminated earlier as provided in this Agreement. In additionThe Option shall not be exercisable until all legal requirements under the 2015 Plan have been fully complied with. Subject to the foregoing, all Options the Option shall be subject exercisable during its term as to earlier expiration as provided herein one-third of the Option Shares on ; one-third of the Option Shares on ; and one-third of the Options on ; provided, however, if Optionee shall not in any period purchase all of the Option Shares which Optionee is entitled to purchase in such period, Optionee may purchase all or in the Plan, as follows: i. if Participant’s employment terminates due to death or, Permanent Disability or on or after a Change in Control without Cause or for Good Reason, Participant may exercise the Options, to the extent then vested, any part of such Option Shares at any time until after the end of such period and prior to the Expiration Date or the earlier of (A) one year following termination of employment and (B) the expiration date of the Options specified Option as provided in this Section 4(b);Agreement. ii. if Participant’s employment is terminated due to Retirement3.2 Notwithstanding the foregoing, Participant may exercise in the Options, to the extent then vested and exercisable, at any time until the expiration date event of the Options specified in this Section 4(b); iii. if Participant’s employment is terminated by the Company without Cause prior to a Change in Control, Participant may exercise the Options, then immediately prior to the extent then consummation of such Change in Control, any Option evidenced hereby held by Optionee which remains unvested at such time shall immediately become vested. For purposes of this Agreement, at any time until “Change of Control” shall have the earlier of (A) ninety (90) days following termination of employment and (B) the expiration date of the Options specified in this Section 4(b); iv. if Participant voluntarily terminates employment with the Company, Participant may exercise the Options, to the extent then vested, at any time until the earlier of (A) sixty (60) days following termination of employment and (B) the expiration date of the Options specified in this Section 4(b); or v. meaning set forth in the event 2015 Plan unless the Optionee has entered into a change of any other termination of Participant’s employment (including a termination by the Company for Cause), all of the Options (whether or not vested at the time of termination) shall, without any action on the part of any Person, immediately expire and be canceled without payment therefor. Except as provided in Section 4(a) hereof or in the case of automatic vesting in connection with such termination event, upon termination of Participant’s employment control letter agreement with the Company (a “Change in Control Agreement”), in which event the term shall have the meaning set forth in the Change in Control Agreement. To the extent there is any conflict between the definition in the Change in Control Agreement and the definition in the 2015 Plan, the definition in the Change in Control Agreement shall control. Upon the occurrence of a Change in Control or a Subsidiary for any reasonPotential Change in Control (as defined in the Change in Control Agreement), all Options which have not theretofore vested shall, without any action on the part provisions of the Change in Control Agreement pertaining to the acceleration of vesting of any PersonAwards, immediately expire and be canceled without any payment thereforincluding the Option evidenced by this Agreement, shall control.

Option Period. (i) The Options shall expire (to the extent not previously exercised or forfeited) on, and shall not be exercisable, exercisable following the tenth (10th) anniversary of the Date of Grant, and shall be subject to earlier termination as provided below. (ii) In the event that the Participant's employment with the Company and its subsidiaries terminates for any reason, the Participant (or the Participant's estate) shall be entitled to exercise the Options which have become Vested Options as of the date of termination, for a period of 30 days following the date of termination; provided, however, that any Options which become Vested Options as of the date of termination of the Employment Period (as defined in the Employment Agreement) pursuant to Section 3(b)(iii) shall remain exercisable on the terms and conditions specified in Section 3(b)(iii). Any Options which have not become Vested Options as of the date of termination shall terminate and be cancelled without any consideration being paid therefor. (iii) In the event that the Employment Period is terminated (A) as a result of the Participant's death or the Participant becoming Disabled (as defined in the Employment Agreement), (B) by the Company without Cause (as defined in the Employment Agreement) or (C) by the Participant for Good Reason (as defined in the Employment Agreement), the Options shall be fully vested and exercisable as of the date on which the Employment Period terminates, and shall remain exercisable in accordance with the terms and conditions of Section 5.2, 5.3 or 5.5 of the Employment Agreement, respectively. In additionthe event that the Employment Period terminates pursuant to the preceding sentence, all the 30-day period specified in Section 3(b)(ii) 4 3 shall commence at the end of the Applicable Period or the Severance Period (as defined in the Employment Agreement), as the case may be. Notwithstanding the foregoing provisions of this Section 3(b)(iii), the Options shall cease to be exercisable on the occurrence of any circumstance or event that would constitute Cause, including, without limitation, a breach of the covenants contained in Section 6 of the Employment Agreement. (iv) In the event that a Change in Control (as defined in the Employment Agreement) occurs during the Employment Period, the Options shall be subject to earlier expiration as provided herein any applicable terms and conditions of Section 4(b) or in 4(c) of the PlanEmployment Agreement. (v) In the event that, as follows: i. if Participant’s employment terminates due to death or, Permanent Disability or on or after a Change in Control without Cause or for Good Reason, Participant may exercise the Options, prior to the extent then vested, at any time until the earlier occurrence of (A) one year following termination of employment and (B) the expiration date of the Options specified in this Section 4(b); ii. if Participant’s employment is terminated due to Retirement, Participant may exercise the Options, to the extent then vested and exercisable, at any time until the expiration date of the Options specified in this Section 4(b); iii. if Participant’s employment is terminated by the Company without Cause prior to a Change in Control, Participant may exercise the Options, to the extent then vested, at any time until the earlier of (A) ninety (90a material reduction in the Participant's title or responsibilities, as set forth in Section 1.2(a) days following termination of employment and the Employment Agreement, occurs, (B) the expiration date of Participant provides written notice detailing such material reduction to the Options specified Company within 30 days after such material reduction occurs and (C) such material reduction remains in this Section 4(b); iv. if Participant voluntarily terminates employment with effect 30 days after such written notice is provided to the Company, Participant may exercise the Options, to the extent then vested, at any time until the earlier of (A) sixty (60) days following termination of employment Options shall become fully vested and (B) exercisable upon the expiration date of the Options specified 30- day period described in this Section 4(bclause (C); or v. in the event of any other termination of Participant’s employment (including a termination by the Company for Cause), all of the Options (whether or not vested at the time of termination) shall, without any action on the part of any Person, immediately expire and be canceled without payment therefor. Except as provided in Section 4(a) hereof or in the case of automatic vesting in connection with such termination event, upon termination of Participant’s employment with the Company or a Subsidiary for any reason, all Options which have not theretofore vested shall, without any action on the part of any Person, immediately expire and be canceled without any payment therefor.

Option Period. 3.1 The Options Option shall expire (to commence on the extent not previously exercised or forfeited) onDate of Grant and shall expire, and all rights to purchase the Option Shares shall not be exercisableterminate, following at the close of business on the day (the “Expiration Date”) immediately preceding the tenth (10th) anniversary of the Date of Grant, unless terminated earlier as provided in this Agreement. In additionThe Option shall not be exercisable until all legal requirements under the 2006 Plan have been fully complied with. Subject to the foregoing, all Options the Option shall be subject exercisable during its term as to earlier expiration as provided herein [one-fourth] of the Option Shares on the [first anniversary] of the Date of Grant; [one-fourth] of the Option Shares on the [second anniversary] of the Date of Grant; [one-fourth] of the Options on the [third anniversary] of the Date of Grant; and [one-fourth] of the Options on the [fourth anniversary] of the Date of Grant; provided, however, if Optionee shall not in any period purchase all of the Option Shares which Optionee is entitled to purchase in such period, Optionee may purchase all or in the Plan, as follows: i. if Participant’s employment terminates due to death or, Permanent Disability or on or after a Change in Control without Cause or for Good Reason, Participant may exercise the Options, to the extent then vested, any part of such Option Shares at any time until after the end of such period and prior to the Expiration Date or the earlier of (A) one year following termination of employment and (B) the expiration date of the Options specified Option as provided in this Section 4(b);Agreement. ii. if Participant’s employment is terminated due to Retirement3.2 Notwithstanding the foregoing, Participant may exercise in the Options, to the extent then vested and exercisable, at any time until the expiration date event of the Options specified in this Section 4(b); iii. if Participant’s employment is terminated by the Company without Cause prior to a Change in Control, Participant may exercise the Options, then immediately prior to the extent then consummation of such Change in Control, any Option evidenced hereby held by Optionee which remains unvested at such time shall immediately become vested. For purposes of this Agreement, at any time until “Change of Control” shall have the earlier of (A) ninety (90) days following termination of employment and (B) the expiration date of the Options specified in this Section 4(b); iv. if Participant voluntarily terminates employment with the Company, Participant may exercise the Options, to the extent then vested, at any time until the earlier of (A) sixty (60) days following termination of employment and (B) the expiration date of the Options specified in this Section 4(b); or v. meaning set forth in the event Plan unless the Optionee has entered into a change of any other termination of Participant’s employment (including a termination by the Company for Cause), all of the Options (whether or not vested at the time of termination) shall, without any action on the part of any Person, immediately expire and be canceled without payment therefor. Except as provided in Section 4(a) hereof or in the case of automatic vesting in connection with such termination event, upon termination of Participant’s employment control letter agreement with the Company (a “Change in Control Agreement”), in which event the term shall have the meaning set forth in the Change in Control Agreement. To the extent there is any conflict between the definition in the Change in Control Agreement and the definition in the Plan, the definition in the Change in Control Agreement shall control. Upon the occurrence of a Change in Control or a Subsidiary for any reasonPotential Change in Control (as defined in the Change in Control Agreement), all Options which have not theretofore vested shall, without any action on the part provisions of the Change in Control Agreement pertaining to the acceleration of vesting of any PersonAwards, immediately expire and be canceled without any payment thereforincluding the Option evidenced by this Agreement, shall control.

Option Period. (i) The Options shall expire (to the extent not previously exercised or forfeited) on, and Option shall not be exercisable, exercisable following the tenth (10th) anniversary of the Date of Grant. In addition, all Options and shall be subject to earlier expiration termination as provided herein below. (ii) In the event that the Participant's service as an Employee is deemed terminated by the Company upon the death of the Participant, or the Participant becoming Disabled (as defined in Section 5.2(b) of the PlanEmployment Agreement), the Option shall remain outstanding and continue to vest as follows:set forth above, and shall otherwise be treated as if the Participant remained employed by the Company or CareInsite during the Applicable Period (as defined in Section 5.2(a)(i) of the Employment Agreement), provided, however, that the continuation of vesting and exercisability of the Option shall cease on the occurrence of a material breach of the covenants set forth in Section 6 of the Employment Agreement. i. if Participant’s employment terminates due to death or, Permanent Disability (iii) In the event the Optionee's service as an Employee is terminated by the Company or on or after a Change in Control without any Subsidiary for Cause or for by the Optionee without Good ReasonReason (as such terms are defined in Sections 5.1(b) and 5.5(b), Participant may respectively, of the Employment Agreement), (y) the unvested portion of the Option shall terminate immediately and the Optionee shall have no right after such termination to exercise such unvested portion of the Options, to the extent then vested, at any time until the earlier of (A) one year following termination of employment Option and (Bz) the expiration date of Vested Options shall remain outstanding and exercisable for 90 days following the Options specified in this Section 4(b);Optionee's termination. ii. if Participant’s employment is terminated due to Retirement, Participant may exercise (iv) In the Options, to event that the extent then vested and exercisable, at any time until the expiration date of the Options specified in this Section 4(b); iii. if Participant’s employment Optionee's service as an Employee is terminated by the Company without Cause prior to a Change in Control, or the Participant may exercise the Options, to the extent then vested, at any time until the earlier of (A) ninety (90) days following termination of employment and (B) the expiration date of the Options specified in this Section 4(b); iv. if Participant voluntarily terminates employment with the Company, Participant may exercise the Options, to the extent then vested, at any time until the earlier of (A) sixty (60) days following termination of employment and (B) the expiration date of the Options specified in this Section 4(b); or v. in the event of any other termination of Participant’s employment (including a termination by the Company for Cause), all of the Options (whether or not vested at the time of termination) shall, without any action on the part of any Person, immediately expire and be canceled without payment therefor. Except as provided in Section 4(a) hereof or in the case of automatic vesting in connection with such termination event, upon termination of Participant’s his employment with the Company for Good Reason, the Option shall become fully vested and exercisable as of the date on which his employment terminates, and shall remain exercisable by the Participant until the tenth anniversary of the date of grant, provided, however, that if the Participant incurs a Good Reason event prior to the first anniversary of the Effective Time and the Participant resigns his employment or a Subsidiary his employment is terminated for Cause by the Surviving Corporation (as defined in the preambles to the Employment Agreement) or CareInsite prior to the first anniversary of the Effective Time, the Participant shall forfeit the Option and shall be required to disgorge to the Surviving Corporation any reason, all Options which have not theretofore vested shall, without any action gains realized on the part exercise of such Option (except to the extent that such Option was already vested prior to the Participant incurring a Good Reason event). Provided, further, that the continuation of vesting and exercisability of the Option shall cease on the occurrence of any Person, immediately expire and be canceled without any payment thereformaterial breach of the covenants contained in Section 6 of the Employment Agreement.

Option Period. The Options (a) Subject to section 2(b), the Optionee shall expire (have the right to the extent not previously exercised purchase all or forfeited) on, and shall not be exercisable, following the tenth (10th) anniversary any portion of the Date of Grant. In addition, all Options shall be subject to earlier expiration as provided herein or in the Plan, as follows: i. if Participant’s employment terminates due to death or, Permanent Disability or on or after a Change in Control without Cause or for Good Reason, Participant may exercise the Options, to the extent then vested, optioned Common Stock at any time until during the earlier period ("Option Period") commencing on the Earliest Exercise Date and ending on the earliest to occur of the following dates: (i) if Optionee is an Eligible Individual: (A) one the last day of the ten-year following termination of employment and period commencing on the Grant Date; (B) the expiration last day of the twelve-month period commencing on the date of the Options specified in this Section 4(b)Optionee's termination of service with the Company by reason of retirement at or after age 65, death or Disability; ii. if Participant’s employment is terminated due to Retirement, Participant may exercise (C) the Options, to last day of the extent then vested and exercisable, at any time until three-month period commencing on the expiration date of the Options specified in this Section 4(b); iii. if Participant’s employment is terminated by the Company without Cause prior to a Change in Control, Participant may exercise the Options, to the extent then vested, at any time until the earlier of (A) ninety (90) days following Optionee's termination of employment and (B) the expiration date of the Options specified in this Section 4(b); iv. if Participant voluntarily terminates employment with the Company, Participant may exercise other than on account of death or Disability, Retirement or a Termination for Cause; (D) the Options, date the Optionee ceases to be an employee of the extent then vested, at any time until the earlier of Company due to a Termination for Cause; (ii) If Optionee is an Eligible Director: (A) sixty (60) days following termination of employment and removal for cause in accordance with the Company's bylaws; or (B) the expiration date last day of the Options specified in this Section 4(b)ten-year period commencing on the date on which the Option was granted. (b) Upon the termination of the Optionee's Service with the Company, any Option granted hereunder whose Earliest Exercise Date has not occurred is deemed forfeited; or v. PROVIDED, HOWEVER, that in the event of any other termination of Participant’s employment (including a termination by the Company for Cause), all of the Options (whether or not vested at the time of termination) shall, without any action on the part of any Person, immediately expire and be canceled without payment therefor. Except as provided in Section 4(a) hereof or in the case of automatic vesting in connection with such termination event, upon termination of Participant’s employment an Optionee's Service with the Company ceases due to Retirement, death, Disability or upon a Subsidiary Change in Control of the Company, any Option granted hereunder whose Earliest Exercise Date has not occurred shall become fully exercisable and the date of such Retirement, death, Disability or Change in Control shall be deemed to be the Earliest Exercise Date. For purposes of determining whether an Optionee's Service has terminated, such Optionee's Service shall be deemed to continue for any reasonso long as the Optionee is serving as an officer, all Options which have not theretofore vested shallemployee, without any action on outside director, advisory director, emeritus director or consultant to the part Company or is subject to and is observing the terms of any Person, immediately expire and be canceled without any payment therefora written agreement restricting his ability to compete or imposing other restrictive covenants.

Option Period. The Options (a) Subject to section 2(b), the Optionee shall expire (have the right to the extent not previously exercised purchase all or forfeited) on, and shall not be exercisable, following the tenth (10th) anniversary any portion of the Date of Grant. In addition, all Options shall be subject to earlier expiration as provided herein or in the Plan, as follows: i. if Participant’s employment terminates due to death or, Permanent Disability or on or after a Change in Control without Cause or for Good Reason, Participant may exercise the Options, to the extent then vested, optioned Common Stock at any time until during the earlier period ("Option Period") commencing on the Earliest Exercise Date and ending on the earliest to occur of the following dates: (i) if Optionee is an Eligible Individual: (A) one the last day of the ten-year following termination of employment and period commencing on the Grant Date; (B) the expiration last day of the twelve-month period commencing on the date of the Options specified in this Section 4(b)Optionee's termination of service with the Company by reason of retirement at or after age 65, death or Disability; ii. if Participant’s employment is terminated due to Retirement, Participant may exercise (C) the Options, to last day of the extent then vested and exercisable, at any time until three-month period commencing on the expiration date of the Options specified in this Section 4(b); iii. if Participant’s employment is terminated by the Company without Cause prior to a Change in Control, Participant may exercise the Options, to the extent then vested, at any time until the earlier of (A) ninety (90) days following Optionee's termination of employment and (B) the expiration date of the Options specified in this Section 4(b); iv. if Participant voluntarily terminates employment with the Company, Participant may exercise other than on account of death or Disability, Retirement or a Termination for Cause; (D) the Options, date the Optionee ceases to be an employee of the extent then vested, at any time until the earlier of Company due to a Termination for Cause; (ii) If Optionee is an Eligible Director: (A) sixty (60) days following termination of employment and removal for cause in accordance with the Company's bylaws; or (B) the expiration date last day of the Options specified in this Section 4(b)ten-year period commencing on the date on which the Option was granted. (b) Upon the termination of the Optionee's Service with the Company, any Option granted hereunder whose Earliest Exercise Date has not occurred is deemed forfeited; or v. PROVIDED, HOWEVER, that in the event of any other termination of Participant’s employment (including a termination by the Company for Cause), all of the Options (whether or not vested at the time of termination) shall, without any action on the part of any Person, immediately expire and be canceled without payment therefor. Except as provided in Section 4(a) hereof or in the case of automatic vesting in connection with such termination event, upon termination of Participant’s employment Optionee's Service with the Company ceases due to Retirement, death, Disability or upon a Subsidiary Change in Control of the Company, any Option granted hereunder whose Earliest Exercise Date has not occurred shall become fully exercisable and the date of such retirement, death disability or change of control shall be deemed to be the Earliest Exercise Date. For purposes of determining whether an Optionee's Service has terminated, such an Optionee's Service shall be deemed to continue for any reasonso long as the Optionee is serving as an officer, all Options which have not theretofore vested shallemployee, without any action on outside director, advisory director, emeritus director or consultant to the part Company or is subject to and is observing the terms of any Person, immediately expire and be canceled without any payment therefora written agreement restricting his ability to compete or imposing other restrictive covenants.

Option Period. The Stock Options shall expire (to the extent not previously exercised or forfeited) on, and shall not be exercisable, exercisable following the tenth (10th) anniversary of the Date of Grant. In addition, all Options and shall be subject to earlier expiration termination as provided herein or and in the Plan. Upon termination of the Participant's employment with the Company or any of its Subsidiaries for any reason, as follows: i. the Participant (or the Participant's legal representative or beneficiary) may exercise any Stock Option to the extent it was exercisable on the date of termination in accordance with, and subject to the terms and conditions of, Section 13 of the Plan; provided, however, that if such termination of the Participant’s 's employment terminates due to death oris by reason of death, Permanent Disability or on or after a Change in Control without Cause or for Good ReasonRetirement, Participant may exercise the Stock Options, to the extent then vestedexercisable on the date of termination, at shall remain exercisable for a period (the "Exercise Period") equal to the remainder of the stated term of such Stock Options, and if the Participant dies during the Exercise Period, any time until unexercised Stock Option may thereafter be exercised to the earlier extent it was exercisable on the date of (A) one year following Disability or Retirement, by the legal representative or beneficiary of the Participant, for the remainder of the Exercise Period; provided further, however, that if such termination of employment and (B) the expiration date of the Options specified in this Section 4(b); ii. if Participant’s 's employment is terminated due to Retirementby the Company or any of its Subsidiaries without Cause, Participant may exercise the Stock Options, to the extent then vested and exercisable, at any time until exercisable on the expiration date of the Options specified in this Section 4(b); iii. if Participant’s employment is terminated by the Company without Cause prior to termination, shall remain exercisable for a Change in Control, Participant may exercise the Options, period equal to the extent then vested, at any time until shorter of two years from the earlier date of (A) ninety (90) days following termination and the remainder of the stated term of such Stock Options. Upon termination of employment and (B) the expiration date of the Options specified in this Section 4(b); iv. if Participant voluntarily terminates employment with the Company, Participant may exercise the Options, to the extent then vested, at any time until the earlier of (A) sixty (60) days following termination of employment and (B) the expiration date of the Options specified in this Section 4(b); or v. in the event of any other termination of Participant’s employment (including a termination by the Company for Cause), all of the Options (whether or not vested at the time of termination) shall, without any action on the part of any Person, immediately expire and be canceled without payment therefor. Except as provided in Section 4(a) hereof or in the case of automatic vesting in connection with such termination event, upon termination of Participant’s 's employment with the Company or a Subsidiary any of its Subsidiaries for any reason, all any Stock Options which have not theretofore vested shall, (and which do not vest by reason of such termination of employment) shall terminate and be cancelled without any action on consideration being paid therefor. Notwithstanding the part foregoing, in the event that the Participant's employment with the Company or any of its Subsidiaries terminates for any Personreason within six months of the Date of Grant, immediately expire the Participant's Stock Options shall terminate and be canceled cancelled as of the date of such termination without any payment consideration being paid therefor.

Option Period. (i) The Options shall expire (to the extent not previously exercised or forfeited) on, and shall not be exercisable, exercisable following the tenth (10th) anniversary of the Date of Grant. In addition, all Options and shall be subject to earlier expiration termination as provided herein or in Section 3(b)(iii). (ii) In the Plan, as follows: i. if event that the Participant’s 's employment terminates due to death or, Permanent Disability or on or after a Change in Control without Cause or for Good Reason, Participant may exercise with the Options, to the extent then vested, at any time until the earlier of Company and its subsidiaries is terminated (A) one year following termination as a result of employment and the Participant's death or the Participant becoming Disabled (as defined below), (B) by the expiration date Company without Cause (as defined below) or (C) by the Participant for Good Reason (as defined below), the Options shall be fully vested and exercisable as of the Options specified in this Section 4(b);date on which such employment terminates. ii. if (iii) In the event that the Participant’s 's employment is terminated due to Retirement, Participant may exercise with the Options, to the extent then vested Company and exercisable, at any time until the expiration date of the Options specified in this Section 4(b); iii. if Participant’s employment its subsidiaries is terminated by the Company for Cause or by the Participant without Cause prior to a Change in ControlGood Reason, Participant may exercise any Options which have not become Vested Options as of the Options, to the extent then vested, at any time until the earlier of (A) ninety (90) days following termination of employment and (B) the expiration date of termination shall terminate and be cancelled without any consideration being paid therefor; provided, however, that a change in the Options specified Participant's status with the Surviving Corporation (as defined in this Section 4(b); iv. if Participant voluntarily terminates employment with the Agreement and Plan of Merger dated February 13, 2000 between Healtheon and the Company, as amended by Amendment No. 1 thereto dated as of June 18, 2000 (the "Merger Agreement")) from Co-Chief Executive Officer or Chief Executive Officer to any other position (including Chairman) with the consent of the Surviving Corporation and the Participant may exercise the Options, to the extent then vested, at any time until the earlier of (A) sixty (60) days following shall not be treated as a termination of the Participant's employment and for purposes of this Agreement. (Biv) the expiration date of the Options specified in this Section 4(b); or v. in In the event of any other termination of that the Participant’s employment (including a termination by the Company for Cause), all of the Options (whether or not vested at the time of termination) shall, without any action on the part of any Person, immediately expire and be canceled without payment therefor. Except as provided in Section 4(a) hereof or in the case of automatic vesting in connection with such termination event, upon termination of Participant’s 's employment with the Company or a Subsidiary and its subsidiaries terminates for any reason, all the Participant (or the Participant's estate) shall be entitled to exercise any Options which have not theretofore become Vested Options as of the date of termination until the tenth anniversary of the Date of Grant. (v) In the event of a Change in Control (as defined below), the Options shall be fully vested shalland exercisable as of the date on which such Change in Control occurs. For purposes of this Agreement, without any action on a "Change in Control" means a transaction (other than the part of any Persontransactions contemplated by the Merger Agreement) that occurs after the Effective Time (as defined in the Merger Agreement), immediately expire and be canceled without any payment therefor.if:

Option Period. The Options shall expire (to No Option may be exercised after the extent not previously exercised or forfeited) on, and shall not be exercisable, following the tenth (10th) anniversary relevant expiration date set forth on Exhibit A. Upon termination of the Date of Grant. In additionParticipant's Full-Time Employment (as hereinafter defined) with the Company, all Options shall be subject to earlier expiration as provided herein or in the Plan, as follows: i. if Participant’s employment terminates due to death or, Permanent Disability or on or after a Change in Control without Cause or for Good Reason, Participant may exercise the Options, to the extent then vested, at any time until the earlier of (A) one year following termination of employment and (B) the expiration date of the Options specified in this Section 4(b); ii. if Participant’s employment is terminated due to Retirement, Participant may exercise the Options, to the extent then vested and exercisable(the "Vested Options"), at any time until may be exercised as follows: (i) If the expiration Participant's Full-Time Employment terminates by reason of Disability (as hereinafter defined), the Vested Options shall be exercisable by the Participant for one year following the date of the Options specified in this Section 4(b)such termination; (ii) If the Participant's Full-Time Employment terminates by reason of Retirement (as hereinafter defined), the Vested Options shall be exercisable by the Participant until their expiration; (iii. if ) If the Participant’s employment 's Full-Time Employment terminates by reason of the Participant's death, the Vested Options shall be exercisable by the Participant's Beneficiary (as hereinafter defined) for one year following the date of death; (iv) If the Participant's Full-Time Employment is terminated by the Company without or one of its Subsidiaries for Cause prior to a Change in Control, Participant may exercise (as hereinafter defined) or if the Options, to the extent then vested, at any time until the earlier of (A) ninety (90) days following termination of employment and (B) the expiration date of the Options specified in this Section 4(b); iv. if Participant voluntarily terminates employment with the Company, Participant may exercise the Options, to the extent then vested, at any time until the earlier of (A) sixty (60) days following termination of employment and (B) the expiration date of the Options specified in this Section 4(b); or v. in the event of any other termination of Participant’s employment (including a termination by the Company for Cause), all of the Options (whether or not vested at the time of termination) shall, without any action on the part of any Person, immediately expire and be canceled without payment therefor. Except as provided in Section 4(a) hereof or in the case of automatic vesting in connection with such termination event, upon termination of Participant’s resigns his employment with the Company or a Subsidiary one of its Subsidiaries for any reasonreason other than Disability or Retirement, all Vested Options shall immediately terminate and cease to be exercisable as of the date of such termination or resignation; and (v) If the Participant's Full-Time Employment terminates for any other reason not specified above in this Section 3(b), the Vested Options shall be exercisable by the Participant for 90 days following the date of such termination. The Committee may, in its sole discretion, provide for a longer post-termination exercise period than the applicable period specified above. Any Option which have is not theretofore vested shall, without any action on a Vested Option as of the part date of any Person, immediately expire the Participant's termination of Full-Time Employment shall terminate as of such date and be canceled without any payment therefor.of no further force and effect. For the purposes of this Section 3(b), the following terms shall have the meanings set forth below: