Shares Subject to Option; Stockholder Approval. The Company shall grant to the Participant, effective as of the Grant Date, an option to purchase Shares from the Company, which shall become exercisable, if at all, as provided in Section 2(a) (the “Option”). The grant of 44.247653% of the Option, rounded up to the nearest whole Share (the “Contingent Portion”), is contingent upon the stockholders of the Company approving an increase in the number of Shares available for issuance under the Plan, which approval the Company will use reasonable best efforts to promptly seek and obtain. If the stockholders do not approve an increase in the number of Shares available for issuance under the Plan at or by the date of the Company’s 2018 annual meeting of stockholders, then the Contingent Portion shall become null and void on such date.
Shares Subject to Option; Stockholder Approval. The Company hereby grants to the Participant, effective as of the Grant Date, an option to purchase 1,400,000 Shares from the Company, which shall become exercisable, if at all, as provided in Section 2(a) (the “Option”). The grant of 619,467 Shares subject to the Option (the “Contingent Portion”) is contingent upon the stockholders of the Company approving an increase in the number of Shares available for issuance under the Plan, which approval the Company will use reasonable best efforts to promptly seek and obtain. If the stockholders do not approve an increase in the number of Shares available for issuance under the Plan by the earlier of May 31, 2018, or the date of the Company’s 2018 annual meeting of stockholders, then the Contingent Portion of this Award shall become null and void on such date. Notwithstanding anything to the contrary herein or in the Employment and Non-Competition Agreement, dated as of the Grant Date, between the Participant and the Company (the “Employment Agreement”), in the event that the stockholder approval described in the foregoing sentence is not obtained at or prior to the earlier of May 31, 2018, or the Company’s 2018 annual meeting of stockholders, the Participant shall have the right under the Employment Agreement to terminate his Service for “Good Reason” (as such term is defined therein), in accordance with the terms and conditions set forth in the Employment Agreement.
