Common use of Stock Option Clause in Contracts

Stock Option. Subject to approval by the Board, the Company will grant Executive, during the fourth calendar quarter of 2015 (and subject to Executive’s continued employment with the Company through the grant date), under the Company’s 2015 Equity Incentive Plan (the “Plan”), an incentive stock option to purchase 130,444 shares of Company common stock (an “Option”), with an exercise price equal to $1.12 per share, which is equal to the fair market value of the shares of Company common stock underlying the Option on the grant date. Subject to Executive’s continued employment with the Company through the applicable vesting date, the Option will vest and become exercisable with respect to one-forty-eighth (1/48th) of the shares subject thereto on each monthly anniversary of January 1, 2016. Notwithstanding the foregoing, if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause (as defined below) within three (3) months prior to the consummation of such Change in Control, then, subject to Section 6(b) below, one hundred percent (100%) of any then-unvested portion of the Option will vest and become exercisable immediately prior to such Change in Control. In addition, (i) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive remains employed by the Company through at least immediately prior to such Change in Control, fifty percent (50%) of any then-unvested portion of the Option shall vest immediately prior to such Change in Control, and (ii) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause within two (2) years following the consummation of such Change in Control, subject to and conditioned upon Executive’s timely execution and non-revocation of a Release (as defined below), one hundred percent (100%) of any then-unvested portion of the Option will vest in full and become exercisable upon the effectiveness of the Release. Each Option will be subject in all respects to the terms and conditions set forth in the Plan and in an award agreement to be entered into between the Company and Executive, which will evidence the grant of the Option (each, an “Option Agreement”).

Stock Option. Subject to approval by the Board, the Company will grant Executive, during the fourth calendar quarter of 2015 (and subject to Executive’s continued employment with the Company through the grant date), under the Company’s 2015 Equity Incentive Plan (the “Plan”), an incentive stock option to purchase 130,444 123,579 shares of Company common stock (an “Option”), with an exercise price equal to $1.12 per share, which is equal to the fair market value of the shares of Company common stock underlying the Option on the grant date. Subject to Executive’s continued employment with the Company through the applicable vesting date, the Option will vest and become exercisable with respect to one-forty-eighth (1/48th) of the shares subject thereto on each monthly anniversary of January 1, 2016. Notwithstanding the foregoing, if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause (as defined below) within three (3) months prior to the consummation of such Change in Control, then, subject to Section 6(b) below, one hundred percent (100%) of any then-unvested portion of the Option will vest and become exercisable immediately prior to such Change in Control. In addition, (i) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive remains employed by the Company through at least immediately prior to such Change in Control, fifty percent (50%) of any then-unvested portion of the Option shall vest immediately prior to such Change in Control, and (ii) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause within two (2) years following the consummation of such Change in Control, subject to and conditioned upon Executive’s timely execution and non-revocation of a Release (as defined below), one hundred percent (100%) of any then-unvested portion of the Option will vest in full and become exercisable upon the effectiveness of the Release. Each Option will be subject in all respects to the terms and conditions set forth in the Plan and in an award agreement to be entered into between the Company and Executive, which will evidence the grant of the Option (each, an “Option Agreement”).

Stock Option. Subject You were previously granted an option to approval by the Board, the Company will grant Executive, during the fourth calendar quarter purchase shares of 2015 (and subject to Executive’s continued employment with the Company through the grant date), under the Company’s 2015 Equity Incentive Plan Common Stock, which represented the right to purchase 6.25% of the Company’s issued and outstanding securities on a fully diluted basis as of the date of grant (the “Plan”), an incentive stock option to purchase 130,444 shares of Company common stock (an “Option”), with ) at an exercise price equal to $1.12 per share, which is equal to the fair market value of the shares Company’s Common Stock as of Company common stock underlying the Option on the grant datedate of the Option. Subject to Executive’s continued employment with the Company through the applicable accelerated vesting dateprovisions set forth herein, the Option will shall vest and become exercisable with respect as to one-forty-eighth (1/48th) 25% of the shares subject thereto on each to the Option one year after your Start Date, and as to 1/36th of the remaining shares subject to the Option monthly anniversary of January 1thereafter, 2016. Notwithstanding so that the foregoingOption shall be fully vested and exercisable four (4) years from your Start Date, if subject to your continued status as an employee with the Company experiences on the relevant vesting dates; provided that you may request that the Board grant to you an Option that may be “early exercised” for restricted shares, which will become vested in accordance with the vesting schedule set forth herein and upon your employment termination from the Company, any then unvested shares will be subject to the Company’s repurchase option at the original exercise price that you paid. In all other respects, the Option shall be subject to the terms, definitions and provisions of the Company’s 2010 Stock Plan and the form of stock option agreement thereunder; provided that in the event the Option and all other equity compensation awards granted to you by the Company prior to a Change in Control (Transaction, as defined below (collectively, the “Equity”) are not assumed, substituted, continued or cancelled for consideration (cash or other property) in connection with the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause (as defined below) within three (3) months prior to the consummation of such Change in Control, then, subject to Section 6(b) belowControl Transaction, one hundred percent (100%) of any then-the then unvested portion of the Option will vest and become exercisable immediately prior to such Change in Control. In addition, (i) if the Company experiences a Change in Control (as defined in the Plan) prior shares subject to the full vesting (or forfeiture) of the Option and Executive remains employed by the Company through at least immediately prior to such Change in Control, fifty percent (50%) of any then-unvested portion of the Option Equity shall automatically vest immediately prior to such Change in Control, and (ii) if the Company experiences a Change in Control (as defined in Transaction; provided that, notwithstanding the Plan) prior foregoing, any Equity granted to you after the full vesting (or forfeiture) of the Option and Executive’s employment date hereof that is terminated by the Company without Cause within two (2) years following the consummation of such Change in Control, subject to and conditioned upon Executive’s timely execution and non-revocation of a Release (as defined below), one hundred percent (100%) of any then-unvested portion of the Option will vest in full and become exercisable upon the effectiveness of the Release. Each Option will be subject in all respects to the terms and performance or milestone based vesting conditions set forth in the Plan and in an award agreement to be entered into between the Company and Executive, which will evidence the grant of the Option (each, an a “Option AgreementPerformance Award”)) shall not be treated as provided in this paragraph in the event of a Change of Control Transaction but shall be governed by its own terms with respect to its treatment in the event of a Change of Control Transaction.

Stock Option. Subject to approval by the Board, the Company will grant Executive, during the fourth calendar quarter of 2015 (and subject to Executive’s continued employment with the Company through the grant date), under the Company’s 2015 Equity Incentive Plan (the “Plan”), an incentive stock option to purchase 130,444 137,310 shares of Company common stock (an “Option”), with an exercise price equal to $1.12 1.232 per share, which is at least equal to the fair market value of the shares of Company common stock underlying the Option on the grant date. Subject to Executive’s continued employment with the Company through the applicable vesting date, the Option will vest and become exercisable with respect to one-forty-eighth (1/48th) of the shares subject thereto on each monthly anniversary of January 1, 2016. Notwithstanding the foregoing, if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause (as defined below) within three (3) months prior to the consummation of such Change in Control, then, subject to Section 6(b) below, one hundred percent (100%) of any then-unvested portion of the Option will vest and become exercisable immediately prior to such Change in Control. In addition, (i) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive remains employed by the Company through at least immediately prior to such Change in Control, fifty percent (50%) of any then-unvested portion of the Option shall vest immediately prior to such Change in Control, and (ii) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause within two (2) years following the consummation of such Change in Control, subject to and conditioned upon Executive’s timely execution and non-revocation of a Release (as defined below), one hundred percent (100%) of any then-unvested portion of the Option will vest in full and become exercisable upon the effectiveness of the Release. Each Option will be subject in all respects to the terms and conditions set forth in the Plan and in an award agreement to be entered into between the Company and Executive, which will evidence the grant of the Option (each, an “Option Agreement”).

Stock Option. Upon or promptly following the Effective Date, Executive will be granted a stock option, which will be, to the extent possible under the $100,000 rule of Section 422(d) of the Internal Revenue Code of 1986, as amended (the “Code”), an “incentive stock option” (as defined in Section 422 of the Code), to purchase shares of the Company’s Common Stock in an amount equal to 5.5% of the Company’s capitalization of the Company as of the date of grant (calculated on a Fully Diluted Basis) at a per share exercise price equal to the then fair market value per share on the date of grant (the “Option”). The Option will be able to be exercised before it is vested, subject to the Company’s repurchase rights. The Option will remain exercisable (limited by the expiration date of the Option) to the extent then vested for three (3) months following Executive’s termination. Subject to approval by the Boardaccelerated vesting provisions set forth herein, the Company Option will grant Executivevest as to three forty-eighths (3/48) of the total number of shares subject to the Option as of December 1, during 2005, and as to one forty-eighth (1/48) of the fourth calendar quarter total number of 2015 (and shares subject to the Option on each monthly anniversary thereafter so that the Option will be fully vested on September 1, 2009, subject to Executive’s continued employment with service to the Company as an employee, director or consultant through the grant date)relevant vesting dates. The Option will be subject to the terms, under definitions and provisions of the Company’s 2015 Equity Incentive 2004 Stock Plan (the “Plan”), an incentive ) and the stock option to purchase 130,444 shares of Company common stock (an “Option”), with an exercise price equal to $1.12 per share, which is equal to the fair market value of the shares of Company common stock underlying the Option on the grant date. Subject to Executive’s continued employment with the Company through the applicable vesting date, the Option will vest and become exercisable with respect to one-forty-eighth (1/48th) of the shares subject thereto on each monthly anniversary of January 1, 2016. Notwithstanding the foregoing, if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause (as defined below) within three (3) months prior to the consummation of such Change in Control, then, subject to Section 6(b) below, one hundred percent (100%) of any then-unvested portion of the Option will vest and become exercisable immediately prior to such Change in Control. In addition, (i) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive remains employed by the Company through at least immediately prior to such Change in Control, fifty percent (50%) of any then-unvested portion of the Option shall vest immediately prior to such Change in Control, and (ii) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause within two (2) years following the consummation of such Change in Control, subject to and conditioned upon Executive’s timely execution and non-revocation of a Release (as defined below), one hundred percent (100%) of any then-unvested portion of the Option will vest in full and become exercisable upon the effectiveness of the Release. Each Option will be subject in all respects to the terms and conditions set forth in the Plan and in an award agreement to be entered into by and between Executive and the Company and Executive, which will evidence (the grant of the Option (each, an “Option Agreement”)) in the form reasonably determined by the Company, both of which documents are incorporated herein by reference. Executive’s exercise of any shares under the Option will be conditioned upon Executive executing any stockholders’ agreement or other agreement relating to stock to be issued upon exercise of the Option as the Company may reasonably require. For the purposes of this Agreement, “Fully-Diluted Basis” shall include (i) the total number of shares of Common Stock outstanding plus (ii) the total number of shares of Common Stock that would be issued upon conversion of any securities, rights, commitments, or other items described in the remainder of this paragraph, that are convertible into Common Stock, including all preferred stock, stock options, warrants and other stock purchase rights then outstanding, plus (iii) the total number of shares of Common Stock that would be issued upon fulfillment of any binding commitments to issue shares of Company’s capital stock in existence as of the date of calculation and the conversion of such shares to Common Stock, plus (iv) any reserved but unallocated shares under any stock plan or other plan, agreement or commitment, plus (v) any commitment to increase the number of shares under any stock plan or other plan, agreement or commitment. As a precondition to receiving a stock option grant from the Company, Executive will be required to execute and deliver the Company’s Stockholders’ Agreement to which certain significant securityholders of the Company are required to enter into in connection with their holding of Company securities.

Stock Option. Subject to approval by the BoardAs further compensation for his services hereunder, the Company will shall grant to Executive, during on or after the fourth calendar quarter Effective Date, a stock option (the "Stock Option") to purchase 320,000 shares of 2015 the Company's Common Stock, $0.01 par value per share (and subject to Executive’s continued employment with the Company through the grant date"Common Stock"), under pursuant to the Company’s 2015 's Amended and Restated 1994 Equity Incentive Plan (the “"Plan”)") and in accordance with the terms, an incentive stock option and subject to purchase 130,444 shares the vesting schedule and other conditions, set forth in the form of Company common stock (an “Option”), with an Option Certificate attached hereto as EXHIBIT A. The method of determining the exercise price equal to $1.12 per share, which of such Stock Option is equal to the fair market value of the shares of Company common stock underlying the Option on the grant date. Subject to Executive’s continued employment with the Company through the applicable vesting date, the Option will vest and become exercisable with respect to one-forty-eighth (1/48th) of the shares subject thereto on each monthly anniversary of January 1, 2016. set forth in EXHIBIT B. Notwithstanding the foregoing, if in the event of a Change of Control of the Company experiences a Change in Control (as defined herein), the Stock Option shall become immediately exercisable as to fifty percent of any option shares not yet vested, in the Plan) prior addition to any option shares already vested, without regard to the full vesting (or forfeiture) schedule on the form of Option Certificate. In the Option and event that Executive’s 's employment hereunder is subsequently terminated by the Company without Cause (as defined belowin Section 5.2) within three (3) months prior one year of a Change of Control of the Company, the Stock Option shall become immediately exercisable as to all option shares without regard to the consummation vesting schedule set forth on the form of Option Certificate. For purposes of this Section 4.2.1, any one of the following events shall be considered a Change of Control: (i) the acquisition by any "person" (as such Change term is defined in Control, then, subject to Section 6(b3(a)(9) below, one hundred percent (100%of the Securities Exchange Act of 1934) of any then-unvested portion amount of the Option will vest and become exercisable immediately prior to such Change in Control. In addition, (i) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (Company's Common Stock so that it holds or forfeiture) of the Option and Executive remains employed by the Company through at least immediately prior to such Change in Control, controls fifty percent (50%) of any then-unvested portion or more of the Option shall vest Company's Common Stock; (ii) a merger or consolidation after which fifty percent (50%) or more of the voting stock of the surviving corporation is held by persons who were not stockholders of the Company immediately prior to such Change in Control, and merger or combination; or (iiiii) if the election by the stockholders of the Company experiences a Change in Control of twenty percent (as defined in the Plan20%) prior to the full vesting (or forfeiture) more of the Option and Executive’s employment is terminated directors of the Company other than pursuant to nomination by the Company without Cause within two (2) years following the consummation of such Change in Control, subject to and conditioned upon Executive’s timely execution and non-revocation of a Release (as defined below), one hundred percent (100%) of any then-unvested portion of the Option will vest in full and become exercisable upon the effectiveness of the Release. Each Option will be subject in all respects to the terms and conditions set forth in the Plan and in an award agreement to be entered into between the Company and Executive, which will evidence the grant of the Option (each, an “Option Agreement”)Company's management.

Stock Option. Subject to approval by As soon as practicable after the Board, Execution Date the Company will grant Executive, during the fourth calendar quarter of 2015 (and subject to Executive’s continued employment with the Company through the grant date), Executive shall be granted under the Company’s 2015 Equity Incentive Plan 's stock option plan (the “"Stock Option Plan”") a nonqualified stock option (the "Option") to purchase from the Company 30,000 ordinary shares of the Company ("Ordinary Shares"), an incentive stock option to purchase 130,444 shares of Company common stock (an “Option”), with par value US $1.00 per share. The Option shall have an exercise price equal to of US $1.12 100 per share, which is equal to a term expiring ten years following the fair market value date of grant and such other terms and conditions as are consistent with the Stock Option Plan and the agreement evidencing such Option. The exercisability of the shares of Company common stock underlying the Option on the grant date. Subject to Executive’s continued employment with the Company through the applicable vesting date, the Option will vest and become exercisable with respect to one-forty-eighth shall be as follows: (1/48thi) 20% of the shares subject thereto to the Option shall become exercisable on the date the Option is granted, and an additional 20% of the shares subject to the Option shall become exercisable on each monthly anniversary of January 1, 2016. Notwithstanding the foregoing, if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option first, second, third and Executive’s employment is terminated by the Company without Cause (as defined below) within three (3) months prior to the consummation of such Change in Control, then, subject to Section 6(b) below, one hundred percent (100%) of any then-unvested portion fourth anniversaries of the Option will vest and become exercisable immediately prior to such Change in Control. In additionEffective Date, (i) if provided that the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive remains continuously employed by the Company through and including the applicable anniversary (the "20% Vesting Schedule"), (ii) if at least immediately prior the expiration of the term of this Agreement the Company offers the Executive employment pursuant to such Change in Controla Separate Employment Agreement and the Executive does not agree to enter into the Separate Employment Agreement, fifty percent (50%) the Option shall be exercisable only to the extent it is exercisable on the date of any then-unvested the Executive's termination of employment and thereafter may be exercised by the Executive until the date which is 90 days following the date of the Executive's termination of employment, it being understood that the portion of the Option shall vest immediately prior to such Change in Control, and (ii) if which is not exercisable on the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) date of the Option Executive's termination of employment shall terminate on such date and Executive’s employment is terminated by the Company without Cause within two (2) years following the consummation of such Change in Control, subject to and conditioned upon Executive’s timely execution and non-revocation of a Release (as defined below), one hundred percent (100%) of any then-unvested portion of the Option will vest in full and become which is exercisable upon on the effectiveness date of the Release. Each Executive's termination of employment, if not exercised during such 90-day period, shall terminate as of the end of such 90-day period and (iii) in the event of the termination of the Executive's employment pursuant to Section 4(a), 4(b), 4(c) or 4(d) hereof, the exercisability of the Option will shall be subject in all respects to the terms and conditions as set forth in the Plan and in an award agreement to be entered into between the Company and Executive, which will evidence the grant of the Option (each, an “Option Agreement”)such section.

Stock Option. Subject to approval by the Board, the (a) The Company will grant Executive, during the fourth calendar quarter of 2015 (and subject to Executive’s continued employment with the Company through the grant date), under the Company’s 2015 Equity Incentive Plan (the “Plan”), an incentive a nonqualified stock option to Employee allowing Employee to purchase 130,444 five hundred thousand (500,000) shares of Company common stock (an “Option”), with an exercise price equal to $1.12 per share, which is equal to the fair market value of the shares Company ("Option"). The term of Company common stock underlying the Option on the grant date. Subject to Executive’s continued employment with the Company through the applicable vesting date, the Option will vest be for ten (10) years. (b) The exercise price per share under the Option will be twenty-seven dollars and become exercisable with respect to one-forty-eighth fifty cents (1/48th) $27.50), which was the closing price of the shares subject thereto stock on each monthly September 9, 1997. (c) The Option will vest in equal installments over a five (5) year period on the first, second, third, fourth, and fifth anniversaries of the Commencement Date. Except as otherwise expressly provided in this Agreement, in no event will Employee vest upon any anniversary of January 1, 2016. Notwithstanding the foregoing, if Commencement Date unless Employee is employed by the Company experiences a Change in Control on such date. (d) If Employee voluntarily resigns or is terminated for Cause (as that term is defined in the PlanParagraph (i) below) prior to the full vesting (or forfeiture) expiration of this Agreement, Employee can exercise the vested portion of the Option and Executive’s employment not later than the ninetieth (90th) day following the effective date of his resignation or termination, at which time the unexercised portion of the Option (whether vested or not) will be forfeited. (e) If Employee is terminated by the Company without for a reason that does not constitute Cause (as defined below) within three (3) months prior to the consummation expiration of such Change in Controlthis Agreement, thenthe entire Option will become immediately exercisable and remain exercisable for ninety (90) days following the effective date of his termination, subject to Section 6(b) below, one hundred percent (100%) of any then-unvested at which time the unexercised portion of the Option will vest be forfeited. (f) Upon the death or Disability of the Employee: (i) Employee will be entitled to the additional vesting (if applicable) at the end of the Employment Year during which the Employee's death or Disability occurs; and (ii) Employee (or his personal representative or estate, whichever is applicable) can exercise the vested portion of the Option not later than one (1) year following the date of his death or Disability, at which time the unexercised portion of the Option (whether vested or not) will be forfeited. (g) If there is a Change in Control of the Company (as that term is defined in Section of this Agreement), the Option will become immediately vested, unless the Company desires to use, and become exercisable immediately prior to such the acceleration of vesting would prevent the Company from using, the "pooling of interests" accounting method in connection with the Change in Control. In addition, (i) if the Company experiences a Change in Control (as defined Notwithstanding that acceleration in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive would be available, Employee may elect not to have the vesting accelerated. (h) Although no antidilution rights are granted to Employee, should any such rights subsequently be granted to the other senior executive officers of the Company, such rights will be similarly extended to Employee, provided that Employee remains employed by the Company through at least immediately prior to such Change in Controlthat time. (i) For purposes of this Agreement, fifty percent (50%) of the term "Cause" means any then-unvested portion of the Option shall vest immediately prior to such Change in Control, and (ii) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause within two (2) years following the consummation of such Change in Control, subject to and conditioned upon Executive’s timely execution and non-revocation of a Release (as defined below), one hundred percent (100%) of any then-unvested portion of the Option will vest in full and become exercisable upon the effectiveness of the Release. Each Option will be subject in all respects to the terms and conditions set forth in the Plan and in an award agreement to be entered into between the Company and Executive, which will evidence the grant of the Option (each, an “Option Agreement”).following:

Stock Option. Subject to approval by In connection with the Boardcommencement of your employment term, the Company will recommend that the Board grant Executive, during you a stock option (the fourth calendar quarter of 2015 (and subject to Executive’s continued employment with the Company through the grant date“Option”), under pursuant to the Company’s 2015 2024 Equity Incentive Plan (the “Plan”), an incentive stock option to purchase 130,444 up to 40,000 shares of Company common stock the Company’s Common Stock (an the “OptionOption Shares”), ) with an exercise price equal to $1.12 per share, which is equal to the fair market value on the date of the shares of Company common stock underlying the grant. The Option on the grant date. Subject to Executive’s continued employment with the Company through the applicable vesting date, the Option Shares will vest and become exercisable with respect in a series of twelve (12) successive equal monthly installments (rounded downwards to one-forty-eighth (1/48ththe nearest whole share) commencing on February 1, 2024, such that 100% of the shares subject thereto Option Shares will be vested and exercisable on each monthly anniversary of January 1, 20162025. Notwithstanding the foregoing, pursuant to Nasdaq rules, the Plan is subject to stockholder approval (the “Stockholder Approval”) and, (i) the Option cannot be exercised and (ii) the Option is subject to rescission by the Company, unless and until the Stockholder Approval is obtained. Vesting will, of course, depend on your continued employment with the Company. The Option will be an incentive stock option to the maximum extent allowed by the tax code and will be subject to the terms of the Plan, a Stock Option Grant Notice and a Stock Option Agreement between you and the Company. Notwithstanding the foregoing or anything herein contained to the contrary, subject to the terms and conditions of the Stock Option Grant Notice, Stock Option Agreement and the Plan, if and to the Company experiences extent that (A) there is a Change in Control (as such term is defined in the Plan), and (B) prior to the full vesting (there is a termination of service in connection with, or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause (as defined below) within three (3) 12 months prior to the consummation of such following, a Change in Control, then, subject to Section 6(b) below, one hundred percent (100%) of any then-unvested portion of the Option will vest and become exercisable immediately prior to such Change in Control. In addition, (i) if the Company experiences a Change in Control for reasons other than “cause” (as defined in the Plan) prior to Stock Option Agreement), then the full vesting (or forfeiture) of all of the unvested Option Shares shall accelerate and Executive remains employed by the Company through at least immediately prior to such Change in Control, fifty percent (50%) of any then-unvested portion of the Option shall vest immediately prior to such Change in Control, and (ii) if the Company experiences a Change in Control (be exercisable as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause within two (2) years following the consummation of such Change in Controltermination date, subject to and conditioned upon Executive’s timely execution and non-revocation of a Release (as defined below), one hundred percent (100%) of any then-unvested portion of the Option will vest in full and become exercisable upon the effectiveness of the Release. Each Option will be subject in all respects to the terms and conditions more fully set forth in the Plan and in an award agreement to be entered into between the Company and Executive, which will evidence the grant of the Stock Option (each, an “Option Agreement”)Grant Notice.

Stock Option. Subject (i) On the Effective Date, subject to approval by the BoardBoard approval, the Company will grant Executive, during the fourth calendar quarter Employee a stock option to purchase ninety thousand (90,000) shares of 2015 (and subject to Executive’s continued employment with the Company through the grant date), under the Company’s 2015 Equity common stock at a price per share equal to the Fair Market Value (as defined in the Company’s 2010 Omnibus Incentive Plan (the “Plan”), an incentive ) on the date of grant (the stock option options to purchase 130,444 90,000 shares of Company the Company’s common stock (an described in this paragraph, the “Option”), with an exercise price equal to $1.12 per share, which is equal to . The Options shall have a term of ten (10) years from the fair market value Effective Date. (ii) 7,500 of the shares of Company common stock underlying covered by the Option will vest on each of the grant date. Subject twelve (12) quarterly anniversaries of the Effective Date, subject to Executivethe Employee’s continued employment by the Company under the terms and conditions of this Agreement through the respective quarterly anniversary. The vesting of the Option award shall be subject to accelerated vesting upon a change of control, as defined in the restricted stock award agreement. (iii) The Option shall be granted under the Plan and shall be subject to such further terms and conditions as set forth in a written stock option notice of grant and agreement (“Option Agreement”) to be entered into by the Company to the Employee to evidence the Option under the Plan, a form of which is attached hereto as Exhibit A. (iv) The Option Agreement shall provide that in the event Employee’s employment under this Agreement with the Company through is terminated for any reason except for death, disability, or Cause, he may exercise the applicable vesting Option only to the extent that the Option would have been exercisable on the termination date and no later than twelve months after the termination date. If Employee’s employment is terminated because of his death or disability, the Option may be exercised only to the extent that such Option would have been exercisable by Employee on the termination date and must be exercised by Employee no later than twelve months after the termination date. If the employment is terminated for Cause, as defined in Section 5.1 of this Agreement, the Option will vest and become exercisable with respect to one-forty-eighth (1/48th) of the shares subject thereto on each monthly anniversary of January 1, 2016. Notwithstanding the foregoing, if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause (as defined below) within three (3) months prior to the consummation of such Change in Control, then, subject to Section 6(b) below, one hundred percent (100%) of any then-unvested portion of the Option will vest and become exercisable immediately prior to such Change in Control. In addition, (i) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive remains employed by the Company through at least immediately prior to such Change in Control, fifty percent (50%) of any then-unvested portion of the Option shall vest immediately prior to such Change in Control, and (ii) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause within two (2) years following the consummation of such Change in Control, subject to and conditioned upon Executive’s timely execution and non-revocation of a Release (as defined below), one hundred percent (100%) of any then-unvested portion of the Option will vest in full and become exercisable upon the effectiveness of the Release. Each Option will be subject in all respects to the terms and conditions set forth in the Plan and in an award agreement to be entered into between the Company and Executive, which will evidence the grant of the Option (each, an “Option Agreement”)terminate immediately.

Stock Option. Subject to approval by As soon as reasonably practical following commencement of Employee’s employment with the BoardCompany, the Company will grant Executive, during and its Parent shall hire an independent third-party appraiser to determine the fourth calendar quarter current fair market value of 2015 (and subject to Executive’s continued employment with the Company through the grant date), under the Company’s 2015 Common Stock (assuming the grant of the option described in this Section). Following such determination of fair market value, Employee shall be granted under Company’s 2008 Equity Incentive Plan a stock option (the “PlanOption”), an incentive stock option ) to purchase 130,444 a number of shares of Common Stock that represents 5% of the shares of the Company common stock (an “Option”), with an that will be outstanding or subject to the Option following such grant. The exercise price equal to $1.12 per share, which is of the Option will be equal to the fair market value of the shares of Company common stock underlying the Option as determined by Company’s Board on the date of grant datein reliance on the third party appraisal plus (on an aggregate basis) the Additional Bonus Amounts. Subject to ExecutiveSuch Option shall become exercisable and vest over four years commencing on the first date of Employee’s continued employment with the Company through the applicable vesting dateCompany, with no portion of the Option will vest becoming exercisable or vesting unless and become exercisable with respect to one-forty-eighth (1/48th) until Employee remains employed by the Company on the third anniversary of commencement of employment, at which time 75% of the shares subject thereto on each monthly anniversary to such Option would become exercisable and vest (i.e. no longer be subject to forfeiture due to termination of January 1, 2016employment). Notwithstanding the foregoing, if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) The remaining 25% of the shares subject to such Option will become exercisable and Executive’s employment is terminated vest if Employee remains employed by the Company without Cause on the fourth anniversary of commencement of Employee’s employment. The terms of such Option will provide that (as defined belowi) within three in the event of a Change of Control in which such Option is not assumed or substituted by the acquiror or otherwise continued on substantially similar terms (3provided that in connection with such assumption or substitution the option may become an option for other securities issued in the transaction in exchange for shares of Common Stock of the Company) months (an “Option Terminating Change of Control”), then all of the shares subject to such Option will become vested and exercisable immediately prior to the consummation of such Change in Control, then, subject to Section 6(b) below, one hundred percent (100%) of any then-unvested portion of the Option will vest and become exercisable immediately prior to such Change in Control. In addition, (i) if the Company experiences a Change in Control (as defined in and the Plan) prior to the full vesting (or forfeiture) of the Put Option and Executive remains employed by the Company through at least immediately prior to such Change Call Option described in Control, fifty percent (50%) of any then-unvested portion of the Option shall vest immediately prior to such Change Section 3.6 below will be in Controleffect, and (ii) that if at the Company experiences time of any Involuntary Termination of Employee’s employment, Section 3.6 below and the Put Option and Call Option described therein have terminated because the Parent is no longer a Change in Control (as defined in majority owner of the Plan) prior Company’s outstanding capital stock, then such Option will provide for a post-termination exercise period for up to the full vesting (or forfeiture) earlier of the Option and Executive’s employment is terminated by the Company without Cause within two (2) years following from termination or such time as a public market or other liquidity exists for the consummation of such Change in Control, Option’s underlying shares. Such Option and the shares subject to and conditioned upon Executive’s timely execution and non-revocation of a Release (as defined below), one hundred percent (100%) of any then-unvested portion of the Option will vest in full and become exercisable upon the effectiveness of the Release. Each such Option will be subject in all respects to the terms Put Option and conditions set forth Call Option described in the Plan and in an award agreement to be entered into between the Company and Executive, which will evidence the grant of the Option (each, an “Option Agreement”)Section 3.6 below.

Stock Option. Subject As an inducement to approval his accepting employment by the BoardCompany, the Company will shall grant Executive, during to the fourth calendar quarter of 2015 (and subject to Executive’s continued employment with the Company through the grant date), under the Company’s 2015 Equity Incentive Plan (the “Plan”), an incentive Executive a ten-year stock option to purchase 130,444 125,000 shares of Company common stock (an “Option”), with an exercise of the Company at a price equal to $1.12 per share, which is share equal to the fair market value of such stock on February 18, 1998. Such option is evidenced by a Stock Option Agreement of even date between the Company and the Executive. The option shall become exercisable as to 41,667 shares of Company common stock underlying the Option on the grant date. Subject to first anniversary of the date of grant, 41,667 shares on the second anniversary of the Effective Date, and 41,666 shares on the third anniversary. (1) in the event of the Executive’s continued 's death the entire option shall become fully vested and immediately exercisable and may be exercised for the entire period of the option; (2) in the event the Executive's Employment with the company terminates because of retirement (in accordance with the Company's Employee Policy Manual), the option shall be exercisable in accordance with its terms as though the Executive had remained an employee of the Company; (3) in the event the Executive's employment with the Company through the applicable vesting date, the Option will vest and become exercisable with respect to one-forty-eighth (1/48th) of the shares subject thereto on each monthly anniversary of January 1, 2016. Notwithstanding the foregoing, if is terminated by the Company experiences a Change in Control (for "cause," as defined in Section 5(b), the Planoption shall immediately terminate; (4) prior to if the full vesting (or forfeiture) of the Option and Executive’s 's employment is terminated by the Company without Cause for any reason other than cause, the option shall immediately become fully exercisable and shall remain exercisable in accordance with its terms; (as defined below) within three (3) months prior to the consummation of such Change in Control, then, subject to Section 6(b) below, one hundred percent (100%) of any then-unvested portion of the Option will vest and become exercisable immediately prior to such Change in Control. In addition, (i5) if the Executive voluntarily terminates employment with the Company experiences for reasons other than those specified in Section 5(e)(i), the option shall immediately terminate to the extent not then exercisable and shall remain exercisable to the extent then exercisable for a Change in Control period of 180 days (as defined but not longer than it would have been exercisable had he remained an employee) and shall then terminate; and (6) in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive remains employed by the Company through at least immediately prior to such Change in Control, fifty percent (50%) of any then-unvested portion of the Option shall vest immediately prior to such Change in Control, and (ii) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause within two (2) years following the consummation of such Change in Control, subject to and conditioned upon Executive’s timely execution and non-revocation event of a Release "covered transaction" (as defined below), one hundred percent (100%) of any then-unvested portion the option shall as determined by the Board either become exercisable in full commencing 30 days prior to the covered transaction, be canceled in consideration of the Option will vest issuance of substitute options of another corporation having substantially equivalent value and terms or canceled at the closing of such transaction in full and become exercisable upon the effectiveness consideration of the Release. Each Option will be subject in all respects a cash payment equal to the terms and conditions set forth in the Plan and in an award agreement to be entered into difference between the exercise price of such options and the consideration paid for shares of Company and Executive, which will evidence the grant of the Option common stock in such transaction (each, an “Option Agreement”valuing any noncash consideration at fair market value).

Stock Option. Subject to approval by (a) As soon as practicable following your date of employment (the Board"Grant Date"), the Company Superior Essex will grant Executiveyou a non-qualified stock option (the "Option") to purchase 45,000 shares of Superior Essex's common stock, during par value $.01 (the fourth calendar quarter of 2015 (and subject to Executive’s continued employment with the Company through the grant date), "Common Stock") under the Company’s 2015 Equity Superior Essex Inc. 2003 Stock Incentive Plan as may be in effect from time to time (the “"2003 Stock Incentive Plan”), an incentive stock option to purchase 130,444 shares of Company common stock (an “Option”), with ") at an exercise price equal to $1.12 per share, which is equal to the fair market value of the shares of Company common stock underlying the Option on the grant dateGrant Date. Subject to Executive’s your continued employment with the Company by Superior Essex (or its affiliates) through the applicable each vesting date, the Option will vest and become exercisable with respect to one-forty-eighth (1/48th) in equal annual installments of 331/3% each, on the first, second and third anniversary of the shares Grant Date. The Option will be granted pursuant to will be subject thereto on each monthly anniversary of January 1to the terms and conditions of, 2016the 2003 Stock Incentive Plan and Superior Essex's standard stock option agreement. Notwithstanding If there is any inconsistency or ambiguity among this Agreement, the foregoingPlan or the option agreement, if the Company experiences this Agreement shall prevail. (b) If a Change in Control (as defined in the 2003 Stock Incentive Plan) prior to the full vesting occurs and (or forfeiturex) within 90 days of the Option consummation of the Change in Control, you do not receive a written offer of employment from the acquiror or successor in the Change in Control that provides for employment following the Change in Control on substantially the same terms and Executive’s conditions as set forth in this Agreement, (y) the Change in Control results in Superior Essex no longer being a "reporting company" under the Securities Exchange Act of 1934 based on its common stock being publicly traded or (z) your employment is terminated during the one-year period commencing on the date of the consummation of the Change in Control by the Company Superior Essex without Cause (as defined belowin Exhibit B) within three or by your resignation for Good Reason (3) months prior to the consummation of such Change as defined in ControlExhibit B), then, subject to Section 6(b) below, one hundred percent (100%) of then any then-unvested portion of the Option held by you will vest become vested and become exercisable immediately prior to such Change in Control. In addition, (i) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive remains employed by the Company through at least immediately prior to such Change in Control, fifty percent (50%) of any then-unvested portion of the Option shall vest immediately prior to such Change in Control, and (ii) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause within two (2) years following the consummation of such Change in Control, subject to and conditioned upon Executive’s timely execution and non-revocation of a Release (as defined below), one hundred percent (100%) of any then-unvested portion of the Option will vest in full and become exercisable upon the effectiveness of the Release. Each Option will be subject in all respects to the terms and conditions set forth in the Plan and in an award agreement to be entered into between the Company and Executive, which will evidence the grant of the Option (each, an “Option Agreement”)exercisable.

Stock Option. Subject to approval by the Board, the (a) The Company will grant Executive, during the fourth calendar quarter of 2015 (and subject to Executive’s continued employment with the Company through the grant date), under the Company’s 2015 Equity Incentive Plan (the “Plan”), an incentive a nonqualified stock option to Employee allowing Employee to purchase 130,444 five hundred thousand (500,000) shares of Company common stock (an “Option”), with an exercise price equal to $1.12 per share, which is equal to the fair market value of the shares Company ("Option"). The term of Company common stock underlying the Option on the grant date. Subject to Executive’s continued employment with the Company through the applicable vesting date, the Option will be for ten (10) years. (b) The exercise price per share under the Option will be thirty-three dollars and ninety-three and three-fourths cents ($33.9375), which was the NASDAQ closing price of the stock on May 27, 1999. (c) The Option will vest and become exercisable as follows: (i) the Option with respect to one-forty-eighth the right to acquire 350,000 shares of common stock vests immediately on May 27, 1999; and (1/48thii) the Option with respect to the right to acquire the remaining 150,000 shares of common stock will vest in equal installments over a four (4) year period on the first, second, third and fourth anniversaries of the shares subject thereto on each monthly Commencement Date. Except as otherwise expressly provided in this Agreement, in no event will Employee vest upon any anniversary of January 1, 2016. Notwithstanding the foregoing, if Commencement Date unless Employee is employed by the Company experiences a Change in Control on such date. (d) If Employee voluntarily resigns or is terminated for Cause (as that term is defined in the PlanParagraph (h) below) prior to the full vesting (or forfeiture) expiration of this Agreement, Employee can exercise the vested portion of the Option and Executive’s employment not later than the ninetieth (90th) day following the effective date of his resignation or termination, at which time the unexercised portion of the Option (whether vested or not) will be forfeited. (e) If Employee is terminated by the Company without for a reason that does not constitute Cause (as defined below) within three (3) months prior to the consummation expiration of such Change in Controlthis Agreement, thenthe entire Option will become immediately exercisable and remain exercisable for ninety (90) days following the effective date of his termination, subject to Section 6(b) below, one hundred percent (100%) of any then-unvested at which time the unexercised portion of the Option will vest and become exercisable immediately prior to such Change in Control. In additionbe forfeited. (f) Upon the death or Disability of the Employee, (i) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting Employee (or forfeiturehis personal representative or estate, whichever is applicable) of can exercise the Option and Executive remains employed by the Company through at least immediately prior to such Change in Control, fifty percent (50%) of any then-unvested vested portion of the Option shall vest immediately prior to such Change in Control, and not later than one (ii1) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause within two (2) years year following the consummation date of such Change in Controlhis death or Disability, subject to and conditioned upon Executive’s timely execution and non-revocation of a Release (as defined below), one hundred percent (100%) of any then-unvested at which time the unexercised portion of the Option (whether vested or not) will vest be forfeited. (g) If there is a "Change in full and become exercisable upon the effectiveness Control" of the Release. Each Company after May 27, 2000, the Option will be subject in all respects with respect to the terms and conditions set forth in the Plan and in an award agreement right to be entered into between the Company and Executive, which acquire any shares of common stock that have not vested will evidence the grant of the Option (each, an “Option Agreement”)become immediately vested.

Stock Option. Subject to approval by the Board, the (a) The Company will grant Executive, during the fourth calendar quarter of 2015 (and subject to Executive’s continued employment with the Company through the grant date), under the Company’s 2015 Equity Incentive Plan (the “Plan”), an incentive a nonqualified stock option to Employee allowing Employee to purchase 130,444 five hundred thousand (500,000) shares of Company common stock (an “Option”), with an exercise price equal to $1.12 per share, which is equal to the fair market value of the shares Company ("Option"). The term of Company common stock underlying the Option on the grant date. Subject to Executive’s continued employment with the Company through the applicable vesting date, the Option will vest be for ten (10) years. (b) The exercise price per share under the Option will be twenty-seven dollars and become exercisable with respect to one-forty-eighth fifty cents (1/48th) $27.50), which was the closing price of the shares subject thereto stock on each monthly September 9, 1997. (c) The Option will vest in equal installments over a five (5) year period on the first, second, third, fourth, and fifth anniversaries of the Commencement Date. Except as otherwise expressly provided in this Agreement, in no event will Employee vest upon any anniversary of January 1, 2016. Notwithstanding the foregoing, if Commencement Date unless Employee is employed by the Company experiences a Change in Control on such date. (d) If Employee voluntarily resigns or is terminated for Cause (as that term is defined in the PlanParagraph (i) below) prior to the full vesting (or forfeiture) expiration of this Agreement, Employee can exercise the vested portion of the Option and Executive’s employment not later than the ninetieth (90th) day following the effective date of his resignation or termination, at which time the unexercised portion of the Option (whether vested or not) will be forfeited. (e) If Employee is terminated by the Company without for a reason that does not constitute Cause (as defined below) within three (3) months prior to the consummation expiration of such Change in Controlthis Agreement, thenthe entire Option will become immediately exercisable and remain exercisable for ninety (90) days following the effective date of his termination, subject to Section 6(b) below, one hundred percent (100%) of any then-unvested at which time the unexercised portion of the Option will vest be forfeited. (f) Upon the death or Disability of the Employee: (i) Employee will be entitled to the additional vesting (if applicable) at the end of the Employment Year during which the Employee's death or Disability occurs; and (ii) Employee (or his personal representative or estate, whichever is applicable) can exercise the vested portion of the Option not later than one (1) year following the date of his death or Disability, at which time the unexercised portion of the Option (whether vested or not) will be forfeited. (g) If there is a Change in Control of the Company (as that term is defined in Section 2.3(b)(ii) of this Agreement), the Option will become immediately vested, unless the Company desires to use, and become exercisable immediately prior to such the acceleration of vesting would prevent the Company from using, the "pooling of interests" accounting method in connection with the Change in Control. In addition, (i) if the Company experiences a Change in Control (as defined Notwithstanding that acceleration in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive would be available, Employee may elect not to have the vesting accelerated. (h) Although no antidilution rights are granted to Employee, should any such rights subsequently be granted to the other senior executive officers of the Company, such rights will be similarly extended to Employee, provided that Employee remains employed by the Company through at least immediately prior to such Change in Controlthat time. (i) For purposes of this Agreement, fifty percent (50%) of the term "Cause" means any then-unvested portion of the Option shall vest immediately prior to such Change in Control, and (ii) if the Company experiences a Change in Control (as defined in the Plan) prior to the full vesting (or forfeiture) of the Option and Executive’s employment is terminated by the Company without Cause within two (2) years following the consummation of such Change in Control, subject to and conditioned upon Executive’s timely execution and non-revocation of a Release (as defined below), one hundred percent (100%) of any then-unvested portion of the Option will vest in full and become exercisable upon the effectiveness of the Release. Each Option will be subject in all respects to the terms and conditions set forth in the Plan and in an award agreement to be entered into between the Company and Executive, which will evidence the grant of the Option (each, an “Option Agreement”).following: