Common use of Stock Option Grant Clause in Contracts

Stock Option Grant. Subject to the final decision of the Compensation Committee and on terms and subject to conditions provided for by the Company’s then-current Stock Option Plan, the Company will use its reasonable efforts to cause to be granted to Executive: (i) an option (the “Initial Option”) to purchase a number of shares (the “Initial Option Shares”) of the Company’s common stock equal to the result of (A) 100,000 divided by (B) the closing bid price per share of the Company’s Common Stock on the Effective Date. The Initial Option shall be an incentive stock option, shall be exercisable at the closing price per share on the Effective Date, shall be exercisable for ten years from the date of grant and shall vest on the first anniversary of the Effective Date; and (ii) an option (the “Supplemental Option”) to purchase a number of shares (the “Supplemental Option Shares”) of the Company’s common stock equal to the result of (A) 100,000 divided by (B) the closing price per share of the Company’s Common Stock first anniversary of the Effective Date. The Supplemental Option shall be an incentive stock option, shall be exercisable at the closing price per share on the first anniversary of the Effective Date, shall be exercisable for ten years from the date of grant and shall vest on the second anniversary of the Effective Date. Consistent with the foregoing, the precise terms and conditions of the agreements evidencing the Initial Option and the Supplemental Option (each, a “Stock Option Agreement”) to be entered into between the Company and the Executive shall be as determined by the Board of Directors and/or the Compensation Committee. Each Stock Option Agreement and each stock certificate evidencing any Initial Option Shares or any Supplemental Option Shares shall bear a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED FOR SALE UNDER ANY STATE SECURITIES LAWS (COLLECTIVELY, “SECURITIES LAWS”) AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED FOR SALE UNDER ALL APPLICABLE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, ANY SUCH OFFER, SALE OR OTHER TRANSFER IS EXEMPT FROM THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH SECURITIES LAWS.

Stock Option Grant. Subject to the final decision conditions of the Compensation Committee and on terms and subject to conditions provided for by the Company’s then-current Stock Option Planthis Section 4.3, the Company in connection with Executive entering into this Agreement, Parent will use its reasonable efforts to cause to be granted to Executive: (i) an grant Executive a stock option (the “Initial Option”) to purchase a number 200,000 shares of shares (the “Initial Option Shares”) of the CompanyParent’s common stock at a price per share equal to the result fair market value of (A) 100,000 divided by (B) the closing bid price per a share of the Company’s Common Stock Parent common stock on the Effective Date. The Initial Option shall be an incentive stock option, shall be exercisable at the closing price per share on the Effective Date, shall be exercisable for ten years from the date of grant and of such stock option (with such value as reasonably determined by the Board or appropriate committee thereof). Subject to Executive’s continued employment on each vesting date, (i) 50% of the Option shall vest on the first anniversary of the Effective Date; and (ii) an option (the “Supplemental Option”) to purchase a number of shares (the “Supplemental Option Shares”) of the Company’s common stock equal to the result of (A) 100,000 divided by (B) the closing price per share of the Company’s Common Stock first anniversary of the Effective Date. The Supplemental Option shall be an incentive stock option, shall be and become exercisable at the closing price per share on the first anniversary of the Effective Date, shall be exercisable for ten years from the date of grant and shall vest on the second anniversary of the Effective Date. Consistent with , (ii) 25% of the foregoingOption shall vest and become exercisable on the third anniversary of the Effective Date and (iii) the remaining 25% of the Option shall vest and become exercisable on the fourth anniversary of the Effective Date, provided, however, that if Executive’s employment is terminated during the Period of Employment by Employer without “Cause” or by Executive for “Good Reason,” the next installment of the Option scheduled to vest following the date of such termination of employment shall vest and become exercisable on the date of such termination of employment (e.g., if Executive’s employment is terminated without “Cause” two and one half years following the Effective Date, the precise 25% installment of the Option scheduled to vest on the third anniversary of the Effective Date shall vest and become exercisable on the date of such termination of employment). Subject to the conditions of this Section 4.3, each calendar year during the Period of Employment following 2014, Parent will grant, on or about January 1 of such year, Executive a stock option (“Additional Option”) to purchase 250,000 shares of Parent’s common stock at a price per share equal to the fair market value of a share of Parent common stock on the date of grant of such stock option (with such value as reasonably determined by the Board or appropriate committee thereof); provided that Executive is employed by Employer on the date of grant of such option. Subject to Executive’s continued employment on each vesting date, each Additional Option shall be scheduled to vest as follows: (i) 50% of the Additional Option shall vest and become exercisable on the second anniversary of the date of grant of the option, (ii) 25% of the Additional Option shall vest and become exercisable on the third anniversary of the date of grant of the option, and (iii) the remaining 25% of the Additional Option shall vest and become exercisable on the fourth anniversary of the date of grant of the option, provided, however, that if Executive’s employment is terminated during the Period of Employment by Employer without “Cause” or by Executive for “Good Reason,” the next installment of the Additional Option scheduled to vest following the date of such termination of employment shall vest and become exercisable on the date of such termination of employment. If Executive remains continuously employed through the date of a Sale of the Company (as defined in Parent’s 2008 Stock Option Plan (the “Stock Option Plan”)), or if Executive’s employment is terminated by Employer without “Cause” or by Executive for “Good Reason” at any time during the 90-day period preceding the date of a Sale of the Company, 100% of the unvested portion of any stock options theretofore granted by Parent to Executive (to the extent such options were outstanding and otherwise unvested immediately prior to the occurrence of the event) shall vest upon the occurrence of a Sale of the Company. If Executive’s employment is terminated during the Period of Employment by Employer without “Cause” or by Executive for “Good Reason,” the stock options granted by Parent to Executive will provide that Executive may exercise the portion of the stock options that is vested and exercisable on the date of such termination of employment (after giving effect to any accelerated vesting triggered by such termination of employment) until the one-year anniversary of the date of such termination of employment, subject to any earlier termination of the options in connection with a corporate transaction pursuant to Section 7 of the Stock Option Plan or the expiration of the maximum eight year term of such stock options. The stock options granted by Parent to Executive shall contain the terms described in this paragraph and shall be granted under and subject to the terms and conditions of the agreements evidencing the Initial Option and the Supplemental Option (each, a “Stock Option Agreement”) to be entered into between Plan and a written stock option agreement which shall contain the Company and same general terms as Parent’s form option agreement approved for use under the Executive shall be as determined by the Board of Directors and/or the Compensation Committee. Each Stock Option Agreement and each stock certificate evidencing any Initial Option Shares or any Supplemental Option Shares shall bear a legend substantially Plan, except to the extent otherwise provided in this Section 4.3. The share amounts set forth in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933preceding two paragraphs are subject to adjustment for stock splits, AS AMENDEDstock dividends, OR QUALIFIED FOR SALE UNDER ANY STATE SECURITIES LAWS (COLLECTIVELYreverse stock splits, “SECURITIES LAWS”) AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED FOR SALE UNDER ALL APPLICABLE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, ANY SUCH OFFER, SALE OR OTHER TRANSFER IS EXEMPT FROM THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH SECURITIES LAWSmergers and similar events to the same extent as awards outstanding under the Stock Option Plan.

Stock Option Grant. Subject Pursuant to the final decision terms of a Stock Option Award Agreement (the Compensation Committee and on terms and subject to conditions provided for by “Award Agreement”) under the Company’s then-current Stock Option 2014 Equity Incentive Plan, the Company will use its reasonable efforts shall grant to cause the Employee nonqualified stock options to be granted to Executive: purchase common stock of the Company (the “Common Stock”) as follows: (i) an option on November 16, 2014 (the “Initial Option2014 Grant Date”) ), Employee shall be granted options to purchase a number 2,000,000 shares of shares Common Stock, and (ii) on November 16, 2015 (the “Initial Option Shares2015 Grant Date”), Employee shall be granted options to purchase 1,000,000 shares of Common Stock (such options that have been granted on the 2014 Grant Date and the 2015 Grant Date are collectively, the “Granted Options” and each of the 2014 Grant Date and the 2015 Grant Date are referred to herein as a “Date of Grant”). The exercise price of an option for each share of Common Stock shall equal the Fair Market Value of the Common Stock on the applicable Date of Grant. Subject to the terms of this Agreement and the Award Agreement, the Granted Options shall vest two years after the applicable Date of Grant and expire five years thereafter. Notwithstanding the previous sentence of this Section 4(b), in the event of (i) Employee’s termination without Cause, (ii) Employee’s resignation for Good Reason, or (iii) Employee’s death or Disability, all unvested Granted Options shall immediately vest. In the event of the occurrence of items (i)-(iii) of this paragraph, or upon Employee’s voluntary resignation, the Employee may exercise any vested options on or before the earlier of (1) the expiration date specified in the Award Agreement, or (2) the expiration of (A) 12 months if employment ceased due to death or Disability, or (B) 90 days if employment ceased as a result of Employee’s termination by the Company without Cause, Employee’s resignation for Good Reason or Employee’s voluntary resignation, after which time the Company’s obligation to the Employee with regard to the Granted Options shall be terminated. In the event of termination of employment for Cause, Employee’s right to exercise any Granted Options shall be forfeited in its entirety. Upon a Change in Control (as defined below) of the Company’s common stock equal to the result of (A) 100,000 divided by (B) the closing bid price per share of the Company’s Common Stock on the Effective Date. The Initial Option , any Granted Options shall be an incentive stock optionvest immediately, shall be exercisable at the closing price per share on the Effective Dateor as promptly as practical after, shall be exercisable for ten years from the date of grant and shall vest on that the first anniversary of Change in Control occurs, but in no event later than 10 calendar days after the Effective Date; and Change in Control occurs. Upon a Change in Control (ii) an option (the “Supplemental Option”) to purchase a number of shares (the “Supplemental Option Shares”as defined below) of the CompanyCompany that includes a reduction in Employee’s common stock equal to responsibilities and salary, the result of (A) 100,000 divided by (B) Company shall grant all options and the closing price per share of the Company’s Common Stock first anniversary of the Effective Date. The Supplemental Option shall be an incentive stock option, shall be exercisable at the closing price per share on the first anniversary of the Effective Date, shall be exercisable for ten years from the date of grant and Granted Options shall vest on the second anniversary of the Effective Date. Consistent with the foregoing, the precise terms and conditions of the agreements evidencing the Initial Option and the Supplemental Option (each, a “Stock Option Agreement”) to be entered into between the Company and the Executive shall be as determined by the Board of Directors and/or the Compensation Committee. Each Stock Option Agreement and each stock certificate evidencing any Initial Option Shares or any Supplemental Option Shares shall bear a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED FOR SALE UNDER ANY STATE SECURITIES LAWS (COLLECTIVELY, “SECURITIES LAWS”) AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED FOR SALE UNDER ALL APPLICABLE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, ANY SUCH OFFER, SALE OR OTHER TRANSFER IS EXEMPT FROM THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH SECURITIES LAWSimmediately.

Stock Option Grant. Subject to the final decision action of the Compensation Committee and on terms and subject to conditions provided for by the Companyof NetLogic’s then-current Stock Option PlanBoard of Directors, the Company you will use its reasonable efforts to cause to be granted to Executive: (i) an a first option (the “Initial Option”) to purchase a number Six Hundred Twenty Thousand (620,000) shares of shares (the “Initial Option Shares”) of the Company’s common stock equal to the result of (A) 100,000 divided by (B) the closing bid price per share of the CompanyNetLogic’s Common Stock on the Effective Date. The Initial Option shall be an incentive stock option, shall be exercisable at the closing price per share fair market value on the Effective Date, shall be exercisable for ten years from the date of approval by the Compensation Committee. The terms and conditions of this option grant, including the exercise price, will be set out in a stock option agreement that will be executed by you and NetLogic at the time the grant is made and shall will be subject to and governed by the terms of the applicable stock option plan adopted by the Board of Directors. This option will be exercisable, in whole or in part, in accordance with the following schedule: 1/4th of the shares subject to this grant will vest on the first anniversary of the Effective Date; and (ii) an option (the “Supplemental Option”) to purchase a number of shares (the “Supplemental Option Shares”) your employment commencement date, and 1/48th of the Companyshares subject to this grant will vest on the last day of each month thereafter, subject in all events to your continuous employment by NetLogic or its successors. You may elect to exercise this option grant, in whole or in part, after vesting or by early exercising before vesting. Payment of the exercise price shall be by cash, check, promissory note or any other method permitted under the applicable stock option plan adopted by the Board of Directors. If you elect to early exercise and pay the exercise price by executing a promissory note, you will execute the promissory note attached hereto as Exhibit B (or in any form acceptable to NetLogic), and also deliver a Pledge and Security Agreement in the form attached hereto as Exhibit C (or in any form acceptable to NetLogic). Additionally, if you elect to early exercise this option grant and pay the purchase price by executing a promissory note, NetLogic will forgive $25,000 of the promissory note if you remain continuously employed by NetLogic for 12 months from your employment commencement date with NetLogic, and NetLogic will forgive an additional $25,000 of the promissory note if you remain continuously employed by NetLogic for 24 months from your employment commencement date. In order to receive the forgiveness of these debts, you agree to cooperate with NetLogic to execute any appropriate written agreements that may be required to effect this transaction. Your stock option agreement will provide for this vesting schedule and accelerated vesting or, in the case of early exercise, lapsing of NetLogic’s common stock equal to repurchase right, in the result of following situations: (A) 100,000 divided In the event of a Change of Control occurring prior to the termination of your continuous service, in which the option grant is not assumed by the successor corporation, you will vest, or the repurchase right will lapse, with respect to all granted options immediately upon the completion of such Change of Control. (B) In the closing price per share event you are Involuntarily Terminated following a Change of Control occurring in which all outstanding options have been assumed by the Company’s Common Stock first anniversary successor corporation, you will vest, or the repurchase right will lapse, with respect to a maximum of the Effective Date. The Supplemental Option shall be an incentive stock option24 months of accelerated vesting (or lapsing), shall be exercisable at the closing price per share on the first anniversary of the Effective Date, shall be exercisable for ten years measured from the date of grant and shall vest on the second anniversary Change of Control. For example, if you are Involuntarily Terminated 14 months following the closing of a Change of Control, your vesting (or lapsing) will accelerate by 10 months. For purposes of the Effective Date. Consistent with accelerated vesting (or lapsing) provided for in the foregoingstock option agreement, the precise terms and conditions of the agreements evidencing the Initial Option and the Supplemental Option (each, a “Stock Option Agreement”) to be entered into between the Company and the Executive following definitions shall be as determined by the Board of Directors and/or the Compensation Committee. Each Stock Option Agreement and each stock certificate evidencing any Initial Option Shares or any Supplemental Option Shares shall bear a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED FOR SALE UNDER ANY STATE SECURITIES LAWS (COLLECTIVELY, “SECURITIES LAWS”) AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED FOR SALE UNDER ALL APPLICABLE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, ANY SUCH OFFER, SALE OR OTHER TRANSFER IS EXEMPT FROM THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH SECURITIES LAWS.apply:

Stock Option Grant. Subject In addition to the final decision of the Compensation Committee and on terms and subject to conditions provided for by the Company’s then-current Stock Option Plan, the Company will use its reasonable efforts to cause to be granted to Executive: (i) an your initial option (the “Initial Option”) grants to purchase a number of 5,000 shares (the “Initial Option Shares”) of the Company’s common stock equal to the result of (A) 100,000 divided by (B) the closing bid price per share of the Company’s Common Stock (“Common Stock”) that was granted to you on August 15, 2000 and 25,000 shares of Common Stock that was granted to you on August 14, 2002 (the Effective Date“Initial Options”), you shall be granted stock options (the “New Option”) to purchase an aggregate of two hundred thousand (200,000) shares of Common Stock, at an exercise price of $3.22 per share, the closing price of a share of Common Stock the day of your signing of this Agreement, as soon as possible after this Agreement is executed. The Initial New Option shall be an granted as incentive stock option, options to the extent permitted by law and the terms of the Plan. The terms of the option grant shall be exercisable at stated in one or more separate Notice of Grant of Stock Options, one to reflect the closing price per share on grant of incentive stock options and one to reflect any grant of non-qualified stock options, which both parties shall sign in accordance with the Effective Date, shall be exercisable for ten years from Plan. The shares subject to the date of option grant and shall vest on in five equal annual installments, with vesting of the first installment to occur upon the first anniversary of the Effective Date; and (ii) an option (Date and continued vesting annually thereafter upon your completion of each additional year of service measured from the “Supplemental Option”) to purchase a number of shares (the “Supplemental Option Shares”) first anniversary of the Company’s common stock equal to Effective Date through the result of (A) 100,000 divided by (B) the closing price per share of the Company’s Common Stock first fifth anniversary of the Effective Date. The Supplemental Notwithstanding the foregoing vesting schedule, the New Option shall be an incentive stock option, shall be become fully vested and exercisable at if you are either terminated without Cause or demoted from the closing price per share on the first anniversary positions of President or Chief Executive Officer of Westaff within one year of the Effective Date, shall be exercisable for ten years from the effective date of a “Change in Control,” a “Corporate Transaction,” or a “Hostile Take-Over,” as such terms are defined in the Plan, whichever event shall first occur while you are employed by the Company or Westaff and notwithstanding any assumption, substitution or replacement of such grant and shall vest on the second anniversary in connection with such event. At termination of the Effective Date. Consistent with the foregoingemployment relationship by either party, the precise terms and conditions vested portion of the agreements evidencing the Initial Option and the Supplemental New Option must be exercised within three (each3) months from the date of termination; provided, a “Stock Option Agreement”however, that (i) to should termination of your employment be entered into between for Misconduct (as defined in the Company and the Executive Plan), such grants shall be as determined by cancelled upon the Board date of Directors and/or such termination, and (ii) should termination of your employment be on account of death or disability such grants shall remain exercisable for twelve (12) months from the Compensation Committee. Each Stock Option Agreement and each stock certificate evidencing any Initial Option Shares or any Supplemental Option Shares shall bear a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED FOR SALE UNDER ANY STATE SECURITIES LAWS (COLLECTIVELY, “SECURITIES LAWS”) AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED FOR SALE UNDER ALL APPLICABLE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, ANY SUCH OFFER, SALE OR OTHER TRANSFER IS EXEMPT FROM THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH SECURITIES LAWSdate of such termination.

Stock Option Grant. Subject to the final decision The Executive shall receive a grant of the Compensation Committee and on terms and subject to conditions provided stock options for by the Company’s then-current Stock Option Plan, the Company will use its reasonable efforts to cause to be granted to Executive: (i) an option (the “Initial Option”) to purchase a number of 220,000 shares (the “Initial Option Shares”) of the Company’s 's common stock equal (the "Maxxim Options") under the Company's 1999 Stock Incentive Plan (the "1999 Plan"). The foregoing grant shall be effective as of the Effective Date and shall be subject to the result of (A) 100,000 divided by (B) the closing bid price a per share exercise price of the Company’s Common Stock on the Effective Date$5. The Initial Option shall be an incentive stock option, shall be exercisable at the closing price per share on the Effective Date, shall be exercisable for ten years from the date of grant and Maxxim Options shall vest over three (3) years in one-third (1/3) annual increments on the first each anniversary of the Effective DateDate for so long as the Executive remains employed in good standing; and provided that (iii) an option no vesting of any portion of the Maxim Options shall occur unless the Executive purchases the Maxxim Stock (as defined below) and the 10,000 shares of common stock of Circon Holdings that the Executive is required to purchase pursuant to that certain letter agreement by and between the Executive and Circon Holdings (the “Supplemental Option”"Circon Stock"); and provided further that in the event of Change in Control (as defined in Annex 2 attached hereto) to purchase a number of shares or the Executive's termination by the Company without Cause (as defined herein) any unvested Maxxim Options shall immediately vest and become exercisable; and provided further that in the “Supplemental Option Shares”) event the Executive resigns with Good Reason (as defined herein), vesting of the Company’s common stock Maxxim Options shall be determined on a pro rata basis as if the Maxxim Options were to vest in equal to monthly installments over a two (2) year period running from the result of Effective Date (A) 100,000 divided by (B) the closing price per share e.g., 1/24 of the Company’s Common Stock first anniversary of total shares shall vest for each full month served by the Executive from the Effective Date. The Supplemental Option shall be an incentive stock option, shall be exercisable at the closing price per share on the first anniversary of the Effective Date, shall be exercisable for ten years from Date until the date of grant and shall vest on the second anniversary delivery of the Effective DateNotice of Termination for Good Reason (as defined herein)); and provided further that if the Executive is terminated for Cause (as defined herein) or the Executive resigns without Good Reason (as defined herein) the Maxxim Options will be subject to the three (3) year vesting set forth above without any pro rata monthly vesting. Consistent with The Maxxim Options shall consist of non-qualified stock options under the foregoingterms of the 1999 Plan. Unless otherwise provided for herein, the precise terms and conditions of the agreements evidencing the Initial Option 1999 Plan and the Supplemental Option individual form of option agreement issued pursuant to the 1999 Plan (each, a “Stock Option Agreement”form of which is attached hereto as Exhibit B) shall govern the Executive's rights and obligations with respect to be entered into between the Company and the Executive shall be as determined by the Board of Directors and/or the Compensation Committee. Each Stock Option Agreement and each stock certificate evidencing any Initial Option Shares or any Supplemental Option Shares shall bear a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED FOR SALE UNDER ANY STATE SECURITIES LAWS (COLLECTIVELY, “SECURITIES LAWS”) AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED FOR SALE UNDER ALL APPLICABLE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, ANY SUCH OFFER, SALE OR OTHER TRANSFER IS EXEMPT FROM THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH SECURITIES LAWSMaxxim Options.

Stock Option Grant. Subject to In consideration for you entering into this Agreement, during the final decision of first open trading window following the Compensation Committee and on terms and subject to conditions provided for by the Company’s then-current Stock Option PlanEffective Date, the Company will use its reasonable efforts award you a nonqualified stock option under the Company’s 2013 Omnibus Incentive Plan (as may be amended from time to cause to be granted to Executive: (i) an option (time, the “Initial OptionStock Incentive Plan”) to purchase a number 89,000 shares of shares common stock of the Company (the “Initial Option SharesAward”) ), with such Option Award carrying an exercise price per share equal to the fair market value of the stock, as of the date of grant, determined in accordance with the Stock Incentive Plan and Section 409A of the Code. The Option Award will be memorialized pursuant and subject to the Company’s approved form of Nonqualified Stock Option Award Agreement. The Option Award shall vest in equal annual installments over five (5) years with the option to purchase 17,800 shares of common stock equal to the result vesting on each one-year anniversary of (A) 100,000 divided by (B) the closing bid price per share of the Company’s Common Stock on the Effective Date. The Initial Option shall be an incentive stock option, shall be exercisable at the closing price per share on the Effective Date, shall be exercisable for ten years from the date of grant and shall vest on a full acceleration of vesting in the first anniversary event of: (i) a Change of Control (as defined in the Effective DateStock Incentive Plan); and (ii) an option the termination of your employment by the Company without Cause (as defined in attached Exhibit A), (iii) the “Supplemental Option”termination of your employment by you for Good Reason (as defined in attached Exhibit A); (iv) your death, or (v) your Disability (as defined in attached Exhibit A). The Nonqualified Stock Option Award Agreement will also include such other terms and conditions as may be approved by the Compensation Committee including, without limitation, that the Option Award will be subject to purchase a number of shares (the “Supplemental Option Shares”) all of the Company’s common stock equal to the result of (A) 100,000 divided by (B) the closing price per share of the Company’s Common Stock first anniversary of the Effective Date. The Supplemental Option shall be an incentive stock option, shall be exercisable at the closing price per share on the first anniversary of the Effective Date, shall be exercisable for ten years from the date of grant and shall vest on the second anniversary of the Effective Date. Consistent with the foregoing, the precise terms and conditions of the agreements evidencing Stock Incentive Plan, the Initial Option Company’s xxxxxxx xxxxxxx policy, and the Supplemental Option (eachCompany’s then existing clawback or recoupment policy, a “if any; however, in the event such terms conflict with this Agreement, this Agreement shall control. You may be entitled to receive additional awards commensurate to your position, pursuant to the Stock Option Agreement”) to be entered into between Incentive Plan in the Company and the Executive shall be future, as determined by the Board of Directors and/or the Compensation Committee. Each Stock Option Agreement and each stock certificate evidencing any Initial Option Shares or any Supplemental Option Shares shall bear , in a legend substantially in manner consistent with the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED FOR SALE UNDER ANY STATE SECURITIES LAWS (COLLECTIVELY, “SECURITIES LAWS”) AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED FOR SALE UNDER ALL APPLICABLE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, ANY SUCH OFFER, SALE OR OTHER TRANSFER IS EXEMPT FROM THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH SECURITIES LAWSCompany’s Articles of Incorporation.

Stock Option Grant. Subject Upon the Effective Date, pursuant to an option agreement in the final decision form of Exhibit A attached hereto (the Compensation Committee and on terms and subject to conditions provided for by the Company’s then-current Stock “Option PlanAgreement”), the Company will use its reasonable efforts to cause to be granted to Executive: (i) an option grant Executive a Nonqualified Stock Option (the “Initial Option”) to purchase under the Waitr Holdings Inc. 2018 Omnibus Incentive Plan (the “Plan”) exercisable for a number of shares of the common stock, par value $0.0001 per share, of the Company (the “Initial Option SharesCommon Stock”) equal to 12.5% of the Company’s common stock equal to the result of (A) 100,000 divided by (B) the closing bid price per share of the Company’s issued and outstanding Common Stock on upon the Effective Date. The Initial exercise price of the Option shall be an incentive stock option, shall be exercisable at the closing price per share Fair Market Value (as defined in the Plan) of the Common Stock on the Effective Date, shall be exercisable for ten years from the date of grant grant, and the Option shall be exercisable, at Executive’s option, on a “net exercise” basis. The Option shall vest (any date on which the Option vests, in whole or in part, a “Vesting Date”) 50% on the first anniversary of the Effective Date; and (ii) an option (the “Supplemental Option”) to purchase a number of shares (the “Supplemental Option Shares”) of the Company’s common stock equal to the result of (A) 100,000 divided by (B) the closing price per share of the Company’s Common Stock first anniversary of the Effective Date. The Supplemental Option shall be an incentive stock option, shall be exercisable at the closing price per share on the first anniversary of the Effective Date, shall be exercisable for ten years from the date of grant and shall vest 50% on the second anniversary of the Effective date of grant (in each case, subject to this Agreement not having been previously terminated), and shall fully vest upon (i) the consummation of a Corporate Change which occurs during the Term or (ii) the Date of Termination by Executive for Good Reason or by the Company for other than Misconduct, and shall expire five (5) years from the date of grant; provided, however, that the Option shall not be exercisable upon its vesting unless the stockholders of the Company shall have approved an amendment to the Plan to increase the number of shares of Common Stock available for awards under the Plan by an amount equal to at least the number of shares of Common Stock underlying the Option (the “Increase”); and provided, further, that if, on any date when Executive wishes to exercise a portion of the Option which has vested (an “Exercise Date. Consistent with the foregoing”), the precise terms and conditions stockholders of the agreements evidencing Company shall not have approved the Initial Option Increase, the Company shall pay to Executive an amount in cash equal to (A) the number of shares for which the option has vested and for which Executive wishes to exercise the Supplemental Option (each, a the “Stock Option AgreementExercised Shares”) multiplied by (B) the excess, if any, of (1) the volume weighted average price of the Common Stock as reported by the primary stock exchange or market where the Common Stock is listed or quoted during the ten (10) trading day period ending on the trading day prior to be entered into between such Exercise Date (or if not so listed or quoted, the Company and fair market value of the Executive Common Stock as determined in good faith by the Board) over (2) the exercise price of the Option, which amount shall be as determined paid to Executive no later than fifteen (15) days following the applicable Exercise Date, and upon any such payment, the number of shares of Common Stock underlying the Option shall be reduced by the Board number of Directors and/or the Compensation Committee. Each Stock Option Agreement and each stock certificate evidencing any Initial Option Shares or any Supplemental Option Shares shall bear a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED FOR SALE UNDER ANY STATE SECURITIES LAWS (COLLECTIVELY, “SECURITIES LAWS”) AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED FOR SALE UNDER ALL APPLICABLE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, ANY SUCH OFFER, SALE OR OTHER TRANSFER IS EXEMPT FROM THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH SECURITIES LAWSExercised Shares.