Common use of Stock Option Clause in Contracts

Stock Option. Upon the commencement of your employment, the Company will grant you an option under the Company’s 1999 Stock Plan to purchase One Million, Thirty-Eight Thousand, One Hundred and Forty-Six (1,038,146) shares of the Company’s Common Stock (the “Option”), which represents five and one half percent (5.5%) (your “Pro-Rata Percentage”) of the Fully Diluted Capitalization of the Company (as defined below), at an exercise price equal to the fair market value of the Company’s Common Stock on the date of the grant, as determined in good faith by the Board. The “Fully Diluted Capitalization of the Company” shall mean all outstanding securities of the Company (on an as converted or exercised basis) as of the Commencement Date, including all outstanding options and warrants and the unallocated reserved pool under the Company’s equity plans (including any increases thereto related to the Option) and including the Option. The Option will vest over four (4) years as follows: 25% of the total number of shares subject to the Option will vest on the twelve (12) month anniversary of the Commencement Date and thereafter 2.0833% of the total number of shares subject to the Option will vest at the end of each full month of continuous employment. Vesting will depend on your continued employment with the Company and will be subject to the terms of Section 6 of this Agreement and the terms and conditions of the 1999 Stock Plan and related Stock Option Agreement. The Option shall be granted as an incentive stock option to the maximum extent permitted under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and, thereafter, shall be granted as a non-qualified stock option, and such options shall be issued under separate option notices and agreements designated as an incentive stock option or non-qualified stock option, as appropriate. In the event you terminate employment with the Company as a result of Involuntary Termination, Termination without Cause or Termination for Disability, each as defined below, you may exercise the vested portions of the Option during the twelve (12) month period commencing on the date of your termination of employment, provided, however, that in no event may the Option be exercised after its expiration date. In the event you terminate employment with the Company as the result of your death, the vested portions of the Option may be exercised during the twelve (12) month period commencing on the date of your death, provided, however, that in no event may the Option be exercised after its expiration date. In the event you terminate employment with the Company as a result of Voluntary Termination or Termination for Cause, you may exercise the vested portions of the Option during the period allowed under the 1999 Stock Plan.

Stock Option. (i) Upon the commencement Effective Date of your employmentthis Agreement, the Company you will grant you receive a stock option and restricted stock as follows: (1) You will be granted an option under the Company’s 1999 Stock Plan to purchase One Million, Thirty-Eight Thousand, One Hundred and Forty-Six (1,038,146) 750,000 shares of the Company’s Common Stock (the “Option”), which represents five and one half percent (5.5%) (your “Pro-Rata Percentage”) of the Fully Diluted Capitalization of the Company (as defined below), 's common stock at an exercise price per share equal to the fair market value of the Company’s Common Stock 's common stock on the earlier of (X) the last business day prior to the public announcement of this Agreement, or (Y) the date of the grant, as determined in good faith by the Board. The “Fully Diluted Capitalization of the Company” shall mean all outstanding securities you become an employee of the Company (on an as converted or exercised basis) as of the Commencement Date, including all outstanding options and warrants and the unallocated reserved pool under the Company’s equity plans (including any increases thereto related "Option"). Subject to the Optionaccelerated vesting provision set forth in Section 12(a) and including herein, the Option. The Option will vest over four (4) years as follows: to 25% of the total number of shares subject to the Option will vest on one year after the twelve (12) month anniversary of the Commencement Date Effective Date, and thereafter 2.0833% 1/48 of the total number of shares subject to the Option shall vest monthly thereafter, so that the Option will vest at be fully vested and exercisable four years from the end of each full month of continuous employment. Vesting will depend on Effective Date, subject to your continued employment with service to the Company and will on the relevant vesting dates. The Option may be exercised prior to vesting, subject to the terms Executive entering into a standard form of Section 6 of this Agreement and restricted stock purchase agreement with the terms and conditions of the 1999 Stock Plan and related Stock Option AgreementCompany. The Option shall be granted as an incentive stock option to To the maximum extent permitted possible under the $100,000 rule of Section 422 422(d) of the Internal Revenue Code of 1986, as amended (the “"Code”) and"), thereafter, shall a portion of this Option will be granted as a non-qualified stock option, and such options shall be issued under separate option notices and agreements designated as an "incentive stock option or non-qualified option" as defined in Section 422 of the Code. (2) You will be granted 150,000 shares of restricted stock optionfor a purchase price equal to the par value of the common stock of $0.01 per share ("Restricted Stock"). These shares of Restricted Stock will vest over a four year period, as appropriate. In with 25% of the event you terminate employment with shares vesting on the first anniversary of the Effective Date, and 1/48 of the total shares vesting monthly thereafter, so that all of the shares will be fully vested four years from the Effective Date, subject to your continued service to the Company as on the relevant dates. (ii) Subject to this Agreement, the Option will be subject to the terms, definitions and provisions of the Company's 1998 Stock Plan (the "Stock Plan") and the stock option agreement by and between you and the Company (the "Option Agreement"), both of which documents are incorporated herein by reference. (iii) Subject to this Agreement, the Restricted Stock will be subject to the terms, definitions and provisions of the Stock Plan and the restricted stock purchase agreement by and between you and the Company (the "Purchase Agreement"), both of which documents are incorporated herein by reference. (iv) The Company has registered or will register the shares issuable under the Option and the shares of Restricted Stock on a result Form S-8 registration statement prior to the initial vesting date for each Option and for shares of Involuntary Termination, Termination without Cause or Termination Restricted Stock. The Company will use its commercially reasonable best efforts to keep such registration statement in effect for Disability, each as defined below, you may exercise the vested portions entire period of the Option during and the twelve (12) month entire period commencing on that the date shares of your termination of employment, provided, however, that in no event may the Option be exercised after its expiration date. In the event you terminate employment with the Company as the result of your death, the vested portions of the Option may be exercised during the twelve (12) month period commencing on the date of your death, provided, however, that in no event may the Option be exercised after its expiration date. In the event you terminate employment with the Company as a result of Voluntary Termination or Termination for Cause, you may exercise the vested portions of the Option during the period allowed under the 1999 Restricted Stock Planremain unvested.

Stock Option. Upon The Company shall, pursuant to the commencement terms of your employmentits stock option plan or any similar plan, the Company will grant you an option under the Company’s 1999 Stock Plan to purchase One Million, Thirty-Eight Thousand, One Hundred and Forty-Six (1,038,146) shares Executive as of the Company’s Common Stock (the “Option”), which represents five and one half percent (5.5%) (your “Pro-Rata Percentage”) of the Fully Diluted Capitalization of the Company "Option Grant Dates" (as defined below), at one or more options (the "Stock Options") to acquire an exercise price equal to the fair market value aggregate of the Company’s Common Stock on the date 1,000,000 shares of the grant, as determined in good faith by the Board. The “Fully Diluted Capitalization of the Company” shall mean all outstanding securities common stock of the Company (on an as converted or exercised basis) as of the Commencement Date, including all outstanding options and warrants and the unallocated reserved pool under the Company’s equity plans (including any increases thereto related to the Option) and including the Option"Company Stock"). The Option will vest over four Grant Dates shall be on the fifth (45th), eleventh (11th), seventeenth (17th) years as follows: 25% and twenty-third (23rd) trading days following the Distribution Date or, if the Distribution does not occur prior to January 1, 2004, the fifth (5th), eleventh (11th), seventeenth (17th) and twenty-third (23rd) trading days in 2004. A Stock Option for 250,000 shares of Company Stock shall be granted on each of the total number Option Grant Dates. The exercise price per share of shares the Company Stock subject to the Stock Options shall be the closing price of the Company Stock on the Option Grant Dates. If the Stock Options are granted and then the Distribution occurs, the Stock Options will be equitably adjusted to preserve their value following the Distribution. The Stock Options shall vest with respect to the shares subject thereto in equal installments of twenty-five percent (25%) on the Option Grant Date for the applicable Stock Option and twenty-five percent (25%) on each of the first three (3) anniversaries of the Effective Date; provided, that Executive remains employed with the Company on each such anniversary. Notwithstanding the foregoing, the Stock Options shall fully and immediately vest on the twelve (12i) month anniversary a Change in Control (as defined in Section 6.5), (ii) any termination of the Commencement Date and thereafter 2.0833% of the total number of shares subject to the Option will vest at the end of each full month of continuous employment. Vesting will depend on your continued Executive's employment with the Company and will be subject to the terms of Section 6 of this Agreement and the terms and conditions of the 1999 Stock Plan and related Stock Option Agreement. The Option shall be granted as an incentive stock option to the maximum extent permitted under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and, thereafter, shall be granted as a non-qualified stock option, and such options shall be issued under separate option notices and agreements designated as an incentive stock option or non-qualified stock option, as appropriate. In the event you terminate employment with by the Company without Cause (as defined in Section 6.3(b)) or because of Executive's death or Disability (as defined in Section 6.2), or (iii) any termination of Executive's employment by Executive's resignation for Good Reason (as defined in Section 6.4) or (iv) as a result of Involuntary Terminationthe Company's failure to automatically extend the Term pursuant to Section 2.2 (a "Non-Extension"). The Stock Options shall have a scheduled ten (10) year term. The Stock Options shall be "incentive stock options" to the fullest extent permitted. Beginning in the first calendar year following the Effective Date, Termination without Cause or Termination for DisabilityExecutive shall be entitled to receive additional annual grants of options under the Company's stock option plan made available by the Company from time to time on a basis commensurate with his status and responsibilities, each as defined belowdetermined by the Compensation Committee, you may exercise the vested portions and with a vesting schedule commensurate with that provided to other executive officers of the Option during the twelve (12) month period commencing on the date of your termination of employment, provided, however, that in no event may the Option be exercised after its expiration date. In the event you terminate employment with the Company as the result of your death, the vested portions of the Option may be exercised during the twelve (12) month period commencing on the date of your death, provided, however, that in no event may the Option be exercised after its expiration date. In the event you terminate employment with the Company as a result of Voluntary Termination or Termination for Cause, you may exercise the vested portions of the Option during the period allowed under the 1999 Stock Plangenerally.

Stock Option. Upon The Company hereby agrees to award or cause to be ------------ awarded to Executive by no later than May 31, 1999 (the commencement of your employment, "Effective Date") a stock option (the Company will grant you an option under the Company’s 1999 "Stock Plan Option") to purchase One Million, Thirty-Eight Thousand, One Hundred and Forty-Six (1,038,146) a total number of shares equal to 2.0% of the fully diluted common shares of the Company’s Common Stock 's ultimate parent company, AirGate Holding Company, Inc. (the “"Parent") as of the Effective Date. The exercise price shall equal the fair market value on the date of grant (the "Effective Date Price"). The Stock Option shall vest twenty-five percent of the shares subject to the Stock Option on April 15, 1999. Beginning one year after April 15, 1999, the remaining shares, subject to the Stock Option”), shall vest in equal installments at the end of each full quarter thereafter for which represents Executive continued in active full-time employment so that, assuming continued employment, 100% of the shares subject to the Stock Option shall be fully vested and exercisable five years after the Effective Date. Notwithstanding the foregoing, Executive shall not be vested in any shares if he voluntarily terminates his employment with the Company prior to April 15, 2000. In addition, the Stock Option shall not be exercisable as to any vested shares prior to April 15, 2000 unless Executive is terminated involuntarily by the Company in which event exercise must occur within the permissible exercise period for incentive stock options set fourth in IRC Section 422. The Stock Option shall be otherwise subject to the terms and one half conditions of the stock option plan and form of stock option agreement to be adopted by the Company for its employees. If after the initial grant of the Stock Option to Executive, the Company increases the number of shares of the Company's common stock authorized for issuance to employees pursuant to employee stock options to more than ten percent (5.510%) (your “Pro-Rata Percentage”) of the Fully Diluted Capitalization fully diluted shares of the Company, then the Board shall consider (but shall not be obligated to grant) an additional award of stock options to Executive. Furthermore, if Parent successfully completes an initial public offering or private placement offering in which at least $50,000,000.00 in new equity funds is raised before April 15, 2000, Company (agrees to award or cause it to be awarded an additional option to Executive for Parent common stock so that Executive continues, after such initial public offering to hold Stock Options equal to 2% of the number of shares outstanding. Any option granted shall have substantially the same terms and conditions as defined below)the previously granted Stock Option, except, at Executive's election, such option shall either be (i) an incentive stock option with an exercise price equal to fair market value at date of grant, or (ii) a nonstatutory stock option with an exercise price equal to the fair market value of the Company’s Common Stock on the date of the grant, as determined Effective Date Price. The parties agree to negotiate reasonably and in good faith by to modify this subsection (c) to preserve the Board. The “Fully Diluted Capitalization of the Company” shall mean all outstanding securities of the Company (on an as converted or exercised basis) as of the Commencement Date, including all outstanding options and warrants and the unallocated reserved pool under the Company’s equity plans (including any increases thereto related intent hereof to the Option) and including extent the Option. The Option will vest over four (4) years as follows: 25% of existing Parent/Company group or the total number of shares subject to the Option will vest on the twelve (12) month anniversary of the Commencement Date and thereafter 2.0833% of the total number of shares subject to the Option will vest at the end of each full month of continuous employment. Vesting will depend on your continued employment with the Company and will be subject to the terms of Section 6 of this Agreement and the terms and conditions of the 1999 Stock Plan and related Stock Option Agreement. The Option shall be granted as an incentive stock option to the maximum extent permitted under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and, thereafter, shall be granted as a non-qualified stock option, and such options shall be issued under separate option notices and agreements designated as an incentive stock option or non-qualified stock option, as appropriate. In the event you terminate employment with the Company as a result of Involuntary Termination, Termination without Cause or Termination for Disability, each as defined below, you may exercise the vested portions of the Option during the twelve (12) month period commencing on the date of your termination of employment, provided, however, that in no event may the Option be exercised after its expiration date. In the event you terminate employment with the Company as the result of your death, the vested portions of the Option may be exercised during the twelve (12) month period commencing on the date of your death, provided, however, that in no event may the Option be exercised after its expiration date. In the event you terminate employment with the Company as a result of Voluntary Termination or Termination for Cause, you may exercise the vested portions of the Option during the period allowed under the 1999 Stock Planproposed offering are restructured.

Stock Option. Upon The Company shall, subject to approval by the commencement compensation committee of your employmentthe Board, pursuant to the Company will terms of its stock option plan or any similar plan, grant you to the Executive on the latter of November 12, 2003 or the fifth business day after the Effective Date (the "Initial Option Grant Date") an option under (the Company’s 1999 Stock Plan "Initial Option") to purchase One Million, Thirty-Eight Thousand, One Hundred and Forty-Six (1,038,146) acquire __________ shares of the Company’s Common Stock (the “Option”), which represents five and one half percent (5.5%) (your “Pro-Rata Percentage”) of the Fully Diluted Capitalization common stock of the Company (as defined below"Company Stock"), at and on the six-month anniversary of the Initial Option Grant Date (the "Second Option Grant Date") shall grant to the Executive an option (the "Second Option") to acquire _______ shares of Company Stock. The exercise price of the shares subject to the stock options shall be established by the compensation committee of the Board at the time of the grant and shall be equal to the fair market value of the Company’s Common Company Stock (as determined under the company stock option plan) on the date Initial Option Grant Date and Second Option Grant Date, as applicable. The stock options for the Initial Options shall vest in equal quarterly installments over a three (3) year period, with the first installment vesting on the Initial Option Grant Date and the subsequent installments vesting on the first day of each calendar quarter thereafter, provided that the Executive remains employed with the Company on such anniversary. The stock options for the Second Options shall vest with respect to 1/6 of the grant, as determined in good faith by the Board. The “Fully Diluted Capitalization of the Company” shall mean all outstanding securities of the Company (on an as converted or exercised basis) as of the Commencement Date, including all outstanding options and warrants and the unallocated reserved pool under the Company’s equity plans (including any increases thereto related to the Option) and including the Option. The Option will vest over four (4) years as follows: 25% of the total number of shares subject to the Option will vest on the twelve (12) month anniversary of the Commencement Second Option Grant Date and thereafter 2.0833% in equal quarterly installments over a thirty (30) month period. In addition, the previously granted and outstanding stock options under this Section 3(c) shall fully and immediately vest on (i) any termination of the total number of shares subject to the Option will vest at the end of each full month of continuous employment. Vesting will depend on your continued Executive's employment with the Company and will be by the Company without Cause (as defined in Section 4 (b)) or because of the Executive's death or Disability (as defined in Section 4 (c)), or (ii) any termination of the Executive's employment by the Executive's resignation for Good Reason (as defined in Section 4 (d)). The stock options shall have a ten (10) year term subject to the terms earlier termination of Section 6 of this Agreement and the terms and conditions such options on account of the 1999 Stock Plan and related Stock Option Agreement. The Option shall be granted as an incentive stock option to the maximum extent permitted under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and, thereafter, shall be granted as a non-qualified stock option, and such options shall be issued under separate option notices and agreements designated as an incentive stock option or non-qualified stock option, as appropriate. In the event you terminate employment with the Company as a result of Involuntary Termination, Termination without Cause or Termination for Disability, each as defined below, you may exercise the vested portions of the Option during the twelve (12) month period commencing on the date of your Executive's termination of employment, provided, however, that in no event may the Option be exercised after its expiration date. In the event you terminate employment with the Company as the result of your death, the vested portions of the Option may be exercised during the twelve (12) month period commencing on the date of your death, provided, however, that in no event may the Option be exercised after its expiration date. In the event you terminate employment with the Company as a result of Voluntary Termination or Termination for Cause, you may exercise the vested portions of the Option during the period allowed under the 1999 Stock Planany reason.

Stock Option. Upon The Company hereby grants to you a non-qualified stock option (the commencement of your employment, the Company will grant you an option under the Company’s 1999 Stock Plan "Option") to purchase One Million, Thirty-Eight Thousand, One Hundred and Forty-Six up to seven million (1,038,1467,000,000) shares of the Company’s Common Stock (the “Option”), which represents five and one half percent (5.5%) (your “Pro-Rata Percentage”"Option Stock") of the Fully Diluted Capitalization common stock, $.01 par value, of the Company (as defined belowthe "Company Stock"), at an exercise price equal . The following terms shall be applicable with respect to the fair market value Option and the Option Stock: (i) The Option Stock shall vest over a five (5) year period, with twenty percent (20%) of the Option Stock vesting on February 17th of each year commencing February 17, 2001 and continuing through and fully vesting on February 17, 2005. Notwithstanding the foregoing vesting schedule, the vesting shall accelerate and the Option Stock shall become one hundred percent (100%) vested upon (A) your death, (B) in the event of a Change of Control of the Company’s Common , (C) in the event of a change of a majority of the current Board of Directors during the term of your employment or (D) in the event of either a termination by you for a Good Reason or a termination by the Company without Cause. (ii) The strike price or exercise price (the "Exercise Price") for the Option Stock shall be Three Dollars ($3.00) per share, the closing price per share of the Company Stock as of the date of this Agreement. (iii) The Option may be exercised by you by tendering to the Company a notice of your election to exercise the Option, together with the Exercise Price, which, at your election, may be made (A) in legal tender, (B) by bank cashier's or certified check, (C) by a non-recourse promissory note (the "Note") issued by you to the Company (except that the interest portion of the Note shall be full recourse and non-refundable to you in any event) that is secured by the Option Stock issued to you and that has terms that include substantially equal semi-annual payments of interest and principal to be paid to the Company over a period of six (6) years at an interest rate which is the lowest rate permitted on the date of the grant, as determined in good faith Note by the Board. The “Fully Diluted Capitalization then current rules and regulations of the Company” shall mean all outstanding securities of the Company (on an as converted or exercised basis) as of the Commencement Date, including all outstanding options and warrants and the unallocated reserved pool under the Company’s equity plans (including any increases thereto related Internal Revenue Service to the Option) and including the Option. The Option will vest over four (4) years as follows: 25% of the total number of shares subject to the Option will vest on the twelve (12) month anniversary of the Commencement Date and thereafter 2.0833% of the total number of shares subject to the Option will vest at the end of each full month of continuous employment. Vesting will depend on your continued employment with the Company and will be subject to the terms of Section 6 of this Agreement and the terms and conditions of the 1999 Stock Plan and related Stock Option Agreement. The Option shall be granted as an incentive stock option to the maximum extent permitted under Section 422 avoid application of the Internal Revenue Code of 1986, as amended (the “Code”) and, thereafter, shall be granted as a non-qualified stock optionrules and regulations related thereto relating to imputed interest, and such options shall be issued under separate option notices and agreements designated as an incentive stock option or non-qualified stock option, as appropriate. In the event you terminate employment with the Company as a result of Involuntary Termination, Termination without Cause or Termination no penalty for Disability, each as defined below, you may exercise the vested portions early payment of the Option during note, (D) by surrendering shares of the twelve (12) month period commencing on Company's Common Stock that have been owned by you for at least six months prior to the date of your termination exercise and that have an aggregate fair market value equal to the aggregate Exercise Price, (E) by delivery of employment, provided, however, that in no event may the Option be exercised after its expiration date. In the event you terminate employment with an irrevocable undertaking by a broker to deliver promptly to the Company as sufficient funds to pay the result aggregate Exercise Price or delivery of your deathirrevocable instructions to a broker to deliver promptly to the Company sufficient funds to pay the aggregate Exercise Price, or (F) by any combination of the vested portions foregoing. (iv) Subject to the terms of this grant, the Option may be exercised during the twelve (12) month period commencing on the date of your deathin whole or in part from time to time, provided, however, that but in no event may more than ten (10) years after the Option be exercised after its expiration date. In the event you terminate employment with date hereof. (v) The date on which the Company as a result is notified of Voluntary Termination or Termination for Cause, you may the exercise the vested portions of the Option during and the period allowed Exercise Price is paid to Company (or Company receives notice of your net issue election) is referred to herein as the "Exercise Date". The Company shall forthwith at its sole expense (including the payment of issue taxes), issue and deliver to you certificates for the proper number of shares of Option Stock upon exercise of this Option within ten (10) days after the Exercise Date, and such Option Stock shall be deemed issued for all purposes as of the opening of business on the Exercise Date, notwithstanding any delay in the actual issuance. (vi) If the Company at any time proposes to register any of its securities under the 1999 Stock Plan.Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4, 5 Mr. Xxxxxxx X. XxXxxxxxx April 14, 2000 page 5

Stock Option. Upon Subject to the commencement approval of your employmentthe Board or the Compensation Committee of the Board, the Company will shall grant you the Employee an option under the Company’s 1999 Stock Plan to purchase One Million, Thirty-Eight Thousand, One Hundred and Forty-Six (1,038,146) 2,099,704 shares of the Company’s Common Stock (the “Option”), which represents five and one half percent (5.5%) (your “Pro. The Option shall be granted as soon as reasonably practicable after the date of this Agreement. The per-Rata Percentage”) share exercise price of the Fully Diluted Capitalization of the Company (as defined below), at an exercise price Option shall be equal to the fair market value per share of the Company’s Common Stock on the date of the grantOption is granted, as determined in good faith by the BoardBoard or its Compensation Committee. The “Fully Diluted Capitalization term of the Company” Option shall mean all outstanding securities be 10 years, subject to earlier expiration in the event of the Company (on an as converted or exercised basis) as termination of the Commencement Date, including all outstanding options and warrants and the unallocated reserved pool under the CompanyEmployee’s equity plans (including any increases thereto related to the Option) and including the OptionEmployment. The Option will vest over four (4) years as follows: 25% grant of the total number of shares subject to the Option will vest on the twelve (12) month anniversary of the Commencement Date and thereafter 2.0833% of the total number of shares subject to the Option will vest at the end of each full month of continuous employment. Vesting will depend on your continued employment with the Company and will shall be subject to the terms of Section 6 of this Agreement and the terms and conditions of set forth in the 1999 Stock Plan and related in the Company’s standard form of Stock Option Agreement. The Employee shall vest in 25% of the Option shares after the first 12 months of continuous service and shall vest in the remaining Option shares in equal monthly installments over the next three years of continuous service. Vesting of the Option shall accelerate in full if (i) the Company is subject to a Change in Control before the Employee’s service with the Company terminates and (ii) the Employee is subject to an Involuntary Termination within 12 months after such Change in Control. If, prior to an IPO, the Company completes an Unplanned Equity Financing and the Option represents less than 3.0% of the Company’s Common Stock calculated on a Fully-Diluted Basis immediately following the first closing of such Unplanned Equity Financing, then the Company shall, as soon as practicable following such closing, grant another option (the “Top-Off Option”) to the Employee such that the Option and the Top-Off Option together represent 3.0% of the Company’s outstanding Common Stock calculated on a Fully-Diluted Basis immediately following the first closing of the Unplanned Equity Financing. The Top-Off Option shall be granted as an incentive stock option subject to the maximum extent permitted under Section 422 terms and conditions set forth in the Plan and in the Company’s standard form of Stock Option Agreement. The vesting and other terms of the Internal Revenue Code of 1986, as amended (the “Code”) and, thereafter, Top-Off Option shall be granted as a non-qualified stock option, and such options shall be issued under separate option notices and agreements designated as an incentive stock option or non-qualified stock option, as appropriate. In the event you terminate employment with the Company as a result of Involuntary Termination, Termination without Cause or Termination for Disability, each as defined below, you may exercise the vested portions identical to those of the Option during except that the twelve (12) month period commencing per-share exercise price of the Top-Off Option shall be equal to the fair market value per share of the Company’s Common Stock on the date the Top-Off Option is granted, as determined by the Board of your termination of employment, provided, however, that in no event may the Option be exercised after its expiration date. In the event you terminate employment with the Company as the result of your death, the vested portions of the Option may be exercised during the twelve (12) month period commencing on the date of your death, provided, however, that in no event may the Option be exercised after its expiration date. In the event you terminate employment with the Company as a result of Voluntary Termination or Termination for Cause, you may exercise the vested portions of the Option during the period allowed under the 1999 Stock PlanCompensation Committee.

Stock Option. Upon On the commencement of your employmentStart Date, the Company will grant you an Employee a stock option under the Company’s 1999 (“Stock Plan Option”) to purchase One Million, Thirty-Eight Thousand, Million One Hundred Eighty Two Thousand and Forty-Six Nineteen (1,038,1461,182,019) shares of Common Stock of the Company in accordance with the terms of the Company’s Common Stock 2017 Omnibus Incentive Plan (the “OptionPlan”) and the form of Option Award Agreement filed as Exhibit 10.7 to the Company’s Form 10-K filed with the Securities and Exchange Commission (modified to reflect the terms set forth in this Section 4) (“Option Agreement”), which represents five and one half percent (5.5%) (your “Pro. The Stock Option shall have a per-Rata Percentage”) of the Fully Diluted Capitalization of the Company (as defined below), at an share exercise price equal to the fair market value closing price of a share of the Company’s Common Stock on the date of Start Date (or, if the grantStart Date is not a trading day, as determined in good faith by the Board. The “Fully Diluted Capitalization of the Company” shall mean all outstanding securities of the Company (on an as converted or exercised basis) as of the Commencement last trading day prior to the Start Date) (“Fair Market Value”) and shall have a term of ten years. The Stock Option shall be an incentive stock option, including all outstanding options and warrants within the meaning of Section 422 of the Internal Revenue Code, to the maximum extent possible and the unallocated reserved pool under the Company’s equity plans (including any increases thereto related to the Option) and including the Optionbalance shall be a non-statutory stock option. The Stock Option will vest shall become exercisable over the four (4) years year period commencing on the Start Date (“Vesting Start Date”) as follows: : (a) 25% upon the 12 month anniversary of the Vesting Start Date; (b) additional 25% upon the 24 month anniversary of the Vesting Start Date; (c) additional 25% upon the 36 month anniversary of the Vesting Start Date; and (d) the remaining portion of the Stock Option upon the 48 month anniversary of the Vesting Start Date; (such that 100% of the total Stock Option shall be vested as of the fourth anniversary of the Vesting Start Date), provided that Employee has not incurred a Separation from Service (as defined in the Plan) before the applicable vesting date, and subject to acceleration as provided below or as otherwise provided in the Option Agreement. In the event the Company terminates Employee’s employment without Cause (as defined in Section 3(a) below), or Employee resigns his employment for Good Reason (as defined in Section 4 below), or Employee’s employment terminates due to Employee’s death or Disability, then, subject (unless the termination of employment is due to Employee’s death or Disability) to the Employee furnishing the general release described in Section 5(e) below duly executed by Employee within the time period specified therein, and allowing such release to become effective in accordance with its terms, Employee shall receive immediate accelerated vesting and exercisability of the number of shares subject to the Stock Option will that would have vested during the one-year period following the effective date of Employee’s termination (for this purpose, such accelerated portion shall be determined assuming that the portion of the Stock Option scheduled to vest on after the twelve (12) month first anniversary of the Commencement Vesting Start Date and thereafter 2.0833% vested on a monthly (rather than annual) schedule over the three years following the first anniversary of the total number of shares Vesting Start Date), but only to the extent such acceleration has not already occurred pursuant to the Plan, the Option Agreement or any other reason and Employee shall have at least one year (subject to the maximum term of the award) following the effective date of Employee’s termination to exercise the portion of the Stock Option will vest at the end that was vested on or become vested in connection with such termination of each full month employment; provided that if such a termination of continuous employment. Vesting will depend on your continued Employee’s employment with the Company and will be subject to occurs in connection with or following a Change in Control, the terms of Section 6 of this Agreement and the terms and conditions of the 1999 Stock Plan and related Stock Option Agreement. The Option shall be granted accelerate and become vested and exercisable in full as an incentive stock option to the maximum extent permitted under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and, thereafter, shall be granted as a non-qualified stock option, and such options shall be issued under separate option notices and agreements designated as an incentive stock option or non-qualified stock option, as appropriate. In the event you terminate employment with the Company as a result of Involuntary Termination, Termination without Cause or Termination for Disability, each as defined below, you may exercise the vested portions of the Option during the twelve (12) month period commencing on the date of your such termination of employment, provided, however, that . The provisions of this Section 2(d)(i) shall be contained in no event may Employee’s option agreement for the Option be exercised after its expiration date. In the event you terminate employment with the Company as the result of your death, the vested portions of the Option may be exercised during the twelve (12) month period commencing on the date of your death, provided, however, that in no event may the Option be exercised after its expiration date. In the event you terminate employment with the Company as a result of Voluntary Termination or Termination for Cause, you may exercise the vested portions of the Option during the period allowed under the 1999 Stock PlanOption.

Stock Option. Upon the commencement of your employment, the Company will grant you (a) Jaclyn hereby grants to Consultant an option under (the Company’s 1999 Stock Plan "Option") to purchase One Million, Thirty-Eight Thousand, One Hundred and Forty-Six xxxxhase an aggregate of one hundred twenty thousand (1,038,146120,000) shares of the Company’s Common Stock (the “Option”)common stock, which represents five and one half percent (5.5%) (your “Pro-Rata Percentage”) $1.00 par value per share, of the Fully Diluted Capitalization of the Company Jaclyn (as defined below), "Common Stock") at an exercise price equal to which shall be exxxx xo the closing price of that stock on the last date before the date of this Consulting Agreement on which that stock is reported (in the Wall Street Journal or similarly reputable publication) as having been publicly traded on the American Stock Exchange, such price being the fair market value (as hereinafter defined) per share of the Company’s Common Stock on the date of the grant, as determined in good faith by the Board. The “Fully Diluted Capitalization of the Company” shall mean all outstanding securities of the Company (on an as converted or exercised basis) as of the Commencement Date, including all outstanding options and warrants and the unallocated reserved pool under the Company’s equity plans (including any increases thereto related to the Option) and including the Optionhereof. The Option will vest over four (4) years as follows: 25% of the total number of shares subject is a nonstatutory stock option and is not intended to the Option will vest on the twelve (12) month anniversary of the Commencement Date and thereafter 2.0833% of the total number of shares subject to the Option will vest at the end of each full month of continuous employment. Vesting will depend on your continued employment with the Company and will be subject to the terms of Section 6 of this Agreement and the terms and conditions of the 1999 Stock Plan and related Stock Option Agreement. The Option shall be granted as constitute an incentive stock option to within the maximum extent permitted under meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “"Code”"). (b) and, thereafter, shall be granted as a non-qualified stock option, and such options shall be issued under separate option notices and agreements designated as an incentive stock option or non-qualified stock option, as appropriate. In the event you terminate employment with the Company as a result of Involuntary Termination, Termination without Cause or Termination for Disability, each as defined below, you may exercise the vested portions The term of the Option during shall be seven (7) years. Subject to earlier termination as provided in thisP. 11, the twelve Option shall be exercisable as to forty thousand (1240,000) month period shares of Common Stock on the date of this Consulting Agreement (the "First Tranche"), as to an additional forty thousand (40,000) shares of Common Stock on the first anniversary of that date (the "Second Tranche") and as to the remaining forty thousand (40,000) shares of Common Stock on the second anniversary of that date (the "Third Tranche"). The First Tranche, the Second Tranche and the Third Tranche are each sometimes hereinafter referred to herein as a "Tranche" and collectively, as the "Tranches"). The term of each Tranche shall be five (5) years from the first date such Tranche shall become exercisable hereunder (the First Tranche shall have a term commencing on the date of your termination this Consulting Agreement and ending on the fifth anniversary thereof, the Second Tranche shall have a term commencing on the first anniversary of employmentthis Consulting Agreement and ending on the sixth anniversary thereof, providedand the Third Tranche shall have a term commencing on the second anniversary of this Consulting Agreement and ending on the seventh anniversary thereof), howeverand, that accordingly, Consultant shall be entitled to exercise the Option as to each Tranche only during the applicable term of such Tranche, but, in no event, after the end of the applicable term of such Tranche. In no event may a fraction of a share of Common Stock be purchased or issued under the Option. Shares of Common Stock to be issued hereunder may consist, in whole or in part, of authorized but unissued shares of Common Stock or shares of Common Stock held in the treasury of Jaclyn. (c) The Option shall be exercised by giving written xxxxxx to Jaclyn at its then principal office, presently 635 59th Streex, Xxxt New York, New Jersey 07093, Attention: Xxxxx Xxxxxxxxx Xxxxxxx, xxxxxxx xxxx Xxxxxxxxxx is exercising the Option, specifying the number of shares being purchased and the Tranche being exercised, and accompanied by payment in full of the aggregate purchase price therefor in cash or by certified check. Consultant shall not have the rights of a stockholder with respect to such shares until the date of issuance of a stock certificate to him for such shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities, other property or otherwise) or distributions or other rights for which the record date is prior to the date any such stock certificate shall be issued. (d) Jaclyn may withhold cash, shares of Common Stock to be issued to Xxnsultant, or a combination thereof, in the amount which Jaclyn determines is necessary to satisfy its obligation, if xxx, xo withhold federal, state and local income taxes or other amounts incurred by reason of the grant, vesting, exercise or disposition of the Option or the underlying shares of Common Stock. Alternatively, Jaclyn may require Consultant to pay Jaclyn such amount in caxx xxxn demand. (e) The Option shall xxx xe exercisable by Consultant unless (a) a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of Common Stock to be received upon the exercise of the Option shall be effective and current at the time of exercise or (b) there is an exemption from registration under the Securities Act for the issuance of the shares of Common Stock upon such exercise. Jaclyn may require, in its sole discretion, as a condition to xxx xxercise of the Option, that Consultant execute and deliver to Jaclyn the Consultant's representations and warranties, in foxx, xxbstance and scope satisfactory to Jaclyn, that Jaclyn determines is necessary or convenient to xxxxxxtate thx xxxxection of an exemption from the registration requirements of the Securities Act, applicable state securities laws or other legal requirements, including without limitation, that the shares of Common Stock to be issued upon the exercise of the Option will be acquired by Consultant for his own account, for investment only and not with a view to the resale or distribution thereof. In order to induce Jaclyn to grant the Option, Consultant hereby represents and xxxxxxts to Jaclyn that, unless a Registration Statement under the Securixxxx Xct is effective and current at the time of each exercise of the Option with regard to the shares of Common Stock to be issued to him upon such exercise, the shares of Common Stock to be issued upon the exercise of the Option will be acquired by Consultant for his own account, for investment only and not with a view to the resale or distribution thereof. Any subsequent resale or distribution of shares of Common Stock by Consultant shall be made only pursuant to (x) a Registration Statement under the Securities Act which is effective and current with respect to the sale of shares of Common Stock being sold, or (y) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption, Consultant shall, prior to any offer of sale or sale of such shares of Common Stock, provide Jaclyn (unless waived by Jaclyn) with a favorable written opixxxx xf counsel, in form, xxxxxance and scope satisfactory to Jaclyn, as to the applicability of such exemption to the propxxxx xale or distribution. Nothing herein shall be construed as requiring Jaclyn to register the shares subject to the Option under the Xxxxxities Act or to keep any Registration Statement current or effective. (f) If at any time Jaclyn shall determine, in its sole discretion, that the listxxx xx qualification of the shares of Common Stock subject to the Option on any securities exchange, The Nasdaq Stock Market, Inc., or under any applicable law, or the consent or approval of any governmental regulatory body or other governmental authority, is necessary or desirable as a condition to, or in connection with, the issuance of shares of Common Stock hereunder, the Option may not be exercised after in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to Jaclyn. (g) Jaclyn may endorse such legend or legends upon txx xxxtificates for shares of Common Stock issued upon exercise of the Option and may issue such "stop transfer" instructions to its expiration date. transfer agent in respect of such shares as it determines, in its sole discretion, to be necessary or appropriate to (a) prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act, applicable state securities laws or other legal requirements, or (b) implement the provisions of any agreement between Jaclyn and Consultant with respect to such shares of Common Sxxxx. (h) In the event you terminate employment of any change in the outstanding Common Stock by reason of a stock dividend, recapitalization, merger in which Jaclyn is the surviving corporation, spinoff, split-up, combixxxxxx or exchange of shares or the like which results in a change in the number or kind of shares of Common Stock which are outstanding immediately prior to such event, the aggregate number and kind of shares subject to the Option and the exercise price hereof may be appropriately adjusted by Jaclyn, whose determination shall be conclusive and binding on all parties. Such adjustment may provide for the elimination of fractional shares that might otherwise be subject to the Option without payment therefor. In addition, and without limiting the generality of the foregoing, in the event of any offer to holders of Common Stock generally relating to the acquisition of their shares, Jaclyn may make such adjustment in respect of the Option, incxxxxxx, in Jaclyn's sole discretion, revision of the Option and the rights of Consultant hereunder, so that it may be exercisable for the consideration payable in such transaction. The determinations of Jaclyn in respect of the foregoing shall be conclusive and bixxxxx. (i) In the event of a proposed dissolution or liquidation of Jaclyn, or in the event of a proposed sale of all or substantxxxxx all of the assets of Jaclyn, or the merger of Jaclyn with or into another corporatxxx xx entity, Jaclyn may, xx xo outstanding options, (a) make appropriate pxxxxxxon for the protection of the Option by the substitution of an option to purchase appropriate stock or other securities or property of Jaclyn or of the merged, consolidated or otherwise reorganizex xxxxoration or other entity which will be issuable in respect to each share of Common Stock of Jaclyn, (b) upon written notice to an optionee, provide that xxx xxexercised options, to the extent then exercisable, must be exercised within a specified number of days of the date of such notice or they, along with the Company Tranches, if any, that shall not yet be exercisable, will be terminated, or (c) take such other action in connection therewith as Jaclyn may deem necessary or convenient. In any such case, the result board ox directors of your Jaclyn may, in its discretion, advance the lapse of any waitixx xx installment periods and exercise dates. (j) The grant of this Option shall not be construed as giving Consultant any right to be associated with Jaclyn or any of its subsidiaries or affiliates other than as xxx xorth in this Consulting Agreement. (k) Consultant represents and agrees that he will comply with all applicable laws relating to the grant and exercise of the Option and the disposition of the shares of Common Stock acquired upon exercise of the Option, including without limitation, federal and state securities and "blue sky" laws. (l) The Option is not transferable by Consultant, and it shall automatically expire upon the death of Provider, except that, in the event of Provider's death, the vested portions of the Option may be exercised during exercised, to the twelve (12) month period commencing extent it was exercisable on the date of your such death, providedby Provider's executor, howeveradministrator or other person at the time entitled by law to exercise Consultant's rights under the Option, that at any time within six months after Provider's death, but in no event may after the expiration of the applicable term of the respective Tranches or the Option. Except to the extent provided above, the Option may not be exercised after assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process, and any such attempted assignment, transfer, pledge, hypothecation or disposition shall be null and void ab initio and of no force or effect. (m) Jaclyn shall have the authority, in its expiration datesole discretion, to make xxl determinations necessary or advisable relating to the Option. In Each controversy or claim arising out of or relating to this P. 11 or the event you terminate employment Option shall be determined by Jaclyn, which determination shall be conclusive and binding ox Xxxxultant. Neither Jaclyn nor any officer, director or employee of Jaclyn shall xx xxxble for any action, failure to act or detexxxxxxion made in good faith with regard to the Company as a result Option. (n) The provisions of Voluntary Termination or Termination for Causethis P. 11, you may exercise and only this P. 11, shall be governed by and interpreted under the vested portions laws of the Option during State of Delaware, without regard to the period allowed under conflicts of law principles thereof. At Jaclyn's option, the 1999 Stock Planprovisions of this P. 11, and only this P. 11, may be enforced and/or adjudicated, without a jury, in a federal or state court located in Delaware.

Stock Option. Upon The Corporation hereby grants to Executive on the commencement of your employmentCommencement Date a non-transferable, the Company will grant you an stock option under and subject to the Company’s 's 1999 Stock Long-Term Incentive Plan to purchase One Million, Thirty-Eight Thousand, One Hundred and Forty-Six (1,038,146subject to vesting) all or any part of an aggregate of 1,250,000 shares of the Company’s Common Stock (the “Option”), which represents five and one half percent (5.5%) (your “Pro-Rata Percentage”) common stock of the Fully Diluted Capitalization of the Company (as defined below), Corporation at an exercise price equal to of $1.00 per share (the fair market value of the Company’s Common Stock on the date of the grant, as determined in good faith by the Board"Option"). The “Fully Diluted Capitalization of the Company” shall mean all outstanding securities of the Company (on an as converted or exercised basis) as of the Commencement Date, including all outstanding options and warrants vesting schedule and the unallocated reserved pool under exercise price for the Company’s equity plans (including any increases thereto related to shares underlying the Option) and including the Option. The Option will vest over four (4) years Options is as follows: 25% -------------------------------------------------------------------------------- Grant Date Quantity Strike Price Vesting Date -------------------------------------------------------------------------------- 10/08/98 500,000 $1.00 04/08/99 -------------------------------------------------------------------------------- 10/08/98 500,000 $1.00 10/08/99 -------------------------------------------------------------------------------- 10/08/98 125,000 $1.00 10/08/01 -------------------------------------------------------------------------------- 10/08/98 125,000 $1.00 10/08/02 -------------------------------------------------------------------------------- Upon the Vesting Date, the shares vested shall be immediately exercisable in whole or part and shall be exercisable for a period of ten (10) years. Executive may exercise the Option by delivering previously acquired shares of the total Corporation's common stock or by decreasing the number of shares subject to underlying the Option will vest on the twelve (12) month anniversary of the Commencement Date and thereafter 2.0833% of the total number of shares subject to the Option will vest at the end of each full month of continuous employment. Vesting will depend on your continued employment with the Company and will be subject pursuant to the terms of Section 6 a Stock Option Agreement for the Option in the form of Exhibit B annexed hereto to be executed on the date hereof (the "Stock Option Agreement"). Notwithstanding the foregoing, in the event of a change of control or ownership of the Corporation as defined in the Stock Option Agreement, the Option shall vest in full and be immediately exercisable for a period of ten (10) years. The Corporation hereby covenants and agrees that it shall register the shares underlying the Option and the Director Option with the Securities and Exchange Commission within six months of the date of this Agreement and the terms and conditions so that such shares are not subject to Rule 144 of the 1999 Stock Plan Securities and related Stock Option AgreementExchange Act of 1934. The Option If the Corporation fails to timely comply with the such covenant, the Corporation shall be granted as an incentive liable to Executive for damages resulting from Executive's failure to sell the Corporation's common stock option to the maximum extent permitted under Section 422 because of the Internal Revenue Code of 1986, as amended (the “Code”) and, thereafter, shall be granted as a non-qualified stock option, and such options shall be issued under separate option notices and agreements designated as an incentive stock option or non-qualified stock option, as appropriateRule 144. In the event you terminate employment with the Company as Corporation engages in a result public offering of Involuntary Terminationits common stock, Termination without Cause or Termination for Disability, each as defined below, you may exercise upon the vested portions request of the Option during investment banking firm underwriting such offering, Executive agrees to sign a lock-up agreement on terms and conditions no more or less favorable than those signed by other insiders of the twelve (12) month period commencing on the date of your termination of employmentCorporation, provided, however, that but in no event may the Option be exercised after its expiration date. In the event you terminate employment with the Company as the result to exceed a term of your death, the vested portions of the Option may be exercised during the twelve (12) month period commencing on the date of your death, provided, however, that in no event may the Option be exercised after its expiration date. In the event you terminate employment with the Company as a result of Voluntary Termination or Termination for Cause, you may exercise the vested portions of the Option during the period allowed under the 1999 Stock Planone year.

Stock Option. Upon On the commencement of your employmentStart Date, the Company will grant you an Employee a stock option under the Company’s 1999 (“Stock Plan Option”) to purchase One Million, Thirty-Eight Thousand, Million One Hundred Eighty Two Thousand and Forty-Six Nineteen (1,038,1461,182,019) shares of Common Stock of the Company in accordance with the terms of the Company’s Common Stock 2017 Omnibus Incentive Plan (the “OptionPlan”) and the form of Option Award Agreement filed as Exhibit 10.7 to the Company’s Form 10-K filed with the Securities and Exchange Commission (modified to reflect the terms set forth in this Section 4) (“Option Agreement”), which represents five and one half percent (5.5%) (your “Pro. The Stock Option shall have a per-Rata Percentage”) of the Fully Diluted Capitalization of the Company (as defined below), at an share exercise price equal to the fair market value closing price of a share of the Company’s Common Stock on the date of Start Date (or, if the grantStart Date is not a trading day, as determined in good faith by the Board. The “Fully Diluted Capitalization of the Company” shall mean all outstanding securities of the Company (on an as converted or exercised basis) as of the Commencement last trading day prior to the Start Date) (“Fair Market Value”) and shall have a term of ten years. The Stock Option shall be an incentive stock option, including all outstanding options and warrants within the meaning of Section 422 of the Internal Revenue Code, to the maximum extent possible and the unallocated reserved pool under the Company’s equity plans (including any increases thereto related to the Option) and including the Optionbalance shall be a non-statutory stock option. The Stock Option will vest shall become exercisable over the four (4) years year period commencing on the Start Date (“Vesting Start Date”) as follows: (a) 25% upon the 12 month anniversary of the Vesting Start Date; (b) additional 25% upon the 24 month anniversary of the Vesting Start Date; 2 (c) additional 25% upon the 36 month anniversary of the Vesting Start Date; and (d) the remaining portion of the Stock Option upon the 48 month anniversary of the Vesting Start Date; (such that 100% of the total Stock Option shall be vested as of the fourth anniversary of the Vesting Start Date), provided that Employee has not incurred a Separation from Service (as defined in the Plan) before the applicable vesting date, and subject to acceleration as provided below or as otherwise provided in the Option Agreement. In the event the Company terminates Employee’s employment without Cause (as defined in Section 3(a) below), or Employee resigns his employment for Good Reason (as defined in Section 4 below), or Employee’s employment terminates due to Employee’s death or Disability, then, subject (unless the termination of employment is due to Employee’s death or Disability) to the Employee furnishing the general release described in Section 5(e) below duly executed by Employee within the time period specified therein, and allowing such release to become effective in accordance with its terms, Employee shall receive immediate accelerated vesting and exercisability of the number of shares subject to the Stock Option will that would have vested during the one-year period following the effective date of Employee’s termination (for this purpose, such accelerated portion shall be determined assuming that the portion of the Stock Option scheduled to vest on after the twelve (12) month first anniversary of the Commencement Vesting Start Date and thereafter 2.0833% vested on a monthly (rather than annual) schedule over the three years following the first anniversary of the total number of shares Vesting Start Date), but only to the extent such acceleration has not already occurred pursuant to the Plan, the Option Agreement or any other reason and Employee shall have at least one year (subject to the maximum term of the award) following the effective date of Employee’s termination to exercise the portion of the Stock Option will vest at the end that was vested on or become vested in connection with such termination of each full month employment; provided that if such a termination of continuous employment. Vesting will depend on your continued Employee’s employment with the Company occurs in connection with or following a Change in Control, the Stock Option shall accelerate and will become vested and exercisable in full as of the date of such termination of employment. The provisions of this Section 2(d)(i) shall be subject contained in Employee’s option agreement for the Stock Option. “Change in Control” shall have the meaning given to such term in the Plan. Notwithstanding the foregoing, the “Detrimental Conduct” provisions of Section 3.3.3 of the Plan shall not apply to the terms of Section 6 of this Agreement and the terms and conditions of the 1999 Stock Plan and related Stock Option Agreement. The Option shall be granted as an incentive or any other stock option or equity-based award that may be hereafter granted to Employee. Such stock options (to the maximum extent permitted under Section 422 then outstanding and whether or not vested) shall terminate if Employee’s employment is terminated by the Company for Cause, but such termination for Cause shall not impact any stock option or other equity-based award granted to Employee to the extent theretofore previously vested (in the case of the Internal Revenue Code of 1986, as amended (the “Code”) and, thereafter, shall be granted as a non-qualified stock option, vested and exercised). Such stock options (to the extent then outstanding and unvested) shall terminate if Employee’s employment is terminated by Employee other than for Good Reason (and other than due to death or Disability), but such options termination shall be issued under separate option notices and agreements designated as an incentive not impact any stock option or nonother equity-qualified stock option, as appropriate. In based award granted to Employee to the event you terminate employment with the Company as a result of Involuntary Termination, Termination without Cause or Termination for Disability, each as defined below, you may exercise the vested portions of the Option during the twelve (12) month period commencing on the date of your termination of employment, provided, however, that in no event may the Option be exercised after its expiration date. In the event you terminate employment with the Company as the result of your death, the vested portions of the Option may be exercised during the twelve (12) month period commencing on the date of your death, provided, however, that in no event may the Option be exercised after its expiration date. In the event you terminate employment with the Company as a result of Voluntary Termination or Termination for Cause, you may exercise the vested portions of the Option during the period allowed under the 1999 Stock Planextent theretofore previously vested.

Stock Option. Upon In addition, subject to the commencement approval of your employmentthe Board of Directors, the Company Executive will grant you be granted an option under the Company’s 1999 Stock Plan to purchase One Million, Thirty-Eight Thousand, One Hundred and Forty-Six (1,038,146) .75% of the outstanding shares of the Company’s Common Stock Company common stock (the “Option”), which represents five and one half percent (5.5%) (your “Pro-Rata Percentage”) of the Fully Diluted Capitalization of the Company (as defined below), at an exercise price equal to the fair market value of the Company’s Common Stock on the date of the grant, as determined in good faith by the Board. The “Fully Diluted Capitalization of the Company” shall mean all outstanding securities of the Company (on an as converted or exercised basis) as of the Commencement Date, including all outstanding options and warrants and the unallocated reserved pool under the Company’s equity plans (including any increases thereto related to the Option) and including the Option. The Option will vest over four be granted under Company’s stock plan (4as amended from time to time, the “Plan”) years as follows: 25% of the total number of shares subject to the Option will vest on the twelve (12) month anniversary of the Commencement Date and thereafter 2.0833% of the total number of shares subject to the Option will vest at the end of each full month of continuous employment. Vesting will depend on your continued employment with the Company and will be subject to the terms of Section 6 of this Agreement and the terms and conditions of the 1999 Stock Plan and related Stock Option Agreementstock option documents. The Option shall is intended to be granted as an “incentive stock option to option” (within the maximum extent permitted under meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)) andto the greatest extent permitted under the Code. The Option will have an exercise price per share equal to $1.00, thereafterthe price of the shares awarded under the Merger Agreement in connection with certain merger of Bone Biologics Acquisition Corp. with and into Bone Biologics, shall Inc. pursuant to which Bone Biologics, Inc. became a wholly-owned subsidiary of Company. As a condition of receipt of the Option, Executive will be granted as a non-qualified stock option, and such options shall be issued under separate option notices and agreements designated as an incentive required to sign Company’s standard form of stock option or nonagreement (the “Option Agreement”) and the Option will be subject to the terms and conditions of the Plan, the Option Agreement and this Agreement. The Option will vest over a three-qualified stock option, as appropriate. In year period from the event you terminate employment with the Company as a result of Involuntary Termination, Termination without Cause or Termination for Disability, each Effective Date subject to Executive’s continued Service (as defined belowin the Plan), you may exercise the vested portions with 33.33% of the shares subject to the Option during becoming vested and exercisable on the date that this Agreement is executed, 33.33% of the shares subject to the Option becoming vested and exercisable on the date that is twelve (12) month period commencing months after the Effective Date, and 33.34% of the shares subject to the Option vesting and becoming exercisable on the date of your termination of employment, that is twenty four (24) months after the Effective Date; provided, however, that in no event may all unvested shares subject to the Option (and any additional equity awards hereafter issued by Company to Executive pursuant to the Plan) shall fully vest and be exercised after its expiration date. In the event you terminate employment with the Company exercisable if Executive’s Service ceases as the a result of your death, the vested portions of the Option may be exercised during the a Qualifying Termination (as defined below) occurring on or within twelve (12) month period commencing on months after a Change in Control (as defined in the date of your death, provided, however, that in no event may the Option be exercised after its expiration date. In the event you terminate employment with the Company as a result of Voluntary Termination or Termination for Cause, you may exercise the vested portions of the Option during the period allowed under the 1999 Stock Plan).

Stock Option. Upon the commencement of your employment, the The Company will grant you an option recommend to the Board of Directors or the Compensation Committee that, at the earliest practicable date following the Effective Date, Employee be granted a stock option, which will be, to the extent possible under the Company’s 1999 Stock Plan to purchase One Million, Thirty-Eight Thousand, One Hundred and Forty-Six (1,038,146) shares of the Company’s Common Stock (the “Option”), which represents five and one half percent (5.5%) (your “Pro-Rata Percentage”) of the Fully Diluted Capitalization of the Company (as defined below), at an exercise price equal to the fair market value of the Company’s Common Stock on the date of the grant, as determined in good faith by the Board. The “Fully Diluted Capitalization of the Company” shall mean all outstanding securities of the Company (on an as converted or exercised basis) as of the Commencement Date, including all outstanding options and warrants and the unallocated reserved pool under the Company’s equity plans (including any increases thereto related to the Option) and including the Option. The Option will vest over four (4) years as follows: 25% of the total number of shares subject to the Option will vest on the twelve (12) month anniversary of the Commencement Date and thereafter 2.0833% of the total number of shares subject to the Option will vest at the end of each full month of continuous employment. Vesting will depend on your continued employment with the Company and will be subject to the terms $100,000 rule of Section 6 of this Agreement and the terms and conditions of the 1999 Stock Plan and related Stock Option Agreement. The Option shall be granted as an incentive stock option to the maximum extent permitted under Section 422 422(d) of the Internal Revenue Code of 1986, as amended (the “"Code”) and"), thereafter, shall intended to be granted as a non-qualified an "incentive stock option, and such options shall be issued under separate option notices and agreements designated as an incentive stock option or non-qualified stock option, as appropriate. In the event you terminate employment with the Company as a result of Involuntary Termination, Termination without Cause or Termination for Disability, each " (as defined below, you may exercise the vested portions in Section 422 of the Option during Code), to purchase Three Hundred and Fifty Thousand (350,000) shares of the twelve (12) month period commencing Company's Common Stock at an exercise price equal to the per share market value of the Company's Common Stock on the date of your termination of employment, provided, however, that in no event may the Option be exercised after its expiration dategrant (the "Option"). In the event you terminate employment with addition, subject to Employee's continued service to the Company as on the result first anniversary of your deaththe Effective Date, the vested portions Company will recommend to the Board of Directors or the Compensation Committee that, at the earliest practicable date following the first anniversary of the Option may Effective Date, Employee be exercised during granted a stock option, which will be, to the twelve extent possible under the $100,000 rule of Section 422(d) of the Internal Revenue Code of 1986, as amended (12the "Code"), intended to be an "incentive stock option" (as defined in Section 422 of the Code), to purchase One Hundred Thousand (100,000) month period commencing shares of the Company's Common Stock at an exercise price equal to the per share market value of the Company's Common Stock on the date of your death, provided, however, the grant (the "Subsequent Option"). To the extent that in no event may the Option be exercised after its expiration date. In the event you terminate employment with the Company as a result of Voluntary Termination or Termination for Cause, you may exercise the vested portions any portion of the Option during or the period allowed under Subsequent Option exceeds the 1999 $100,000 rule of Section 422(d) of the Code, the excess shall be treated as options which are not incentive stock options. The Option and the Subsequent Option will each vest as to 25% of the shares subject to such option on the first anniversary of the date of grant, and as to 25% of the shares subject to such option each year thereafter, so that each of the Option and the Subsequent Option will be fully vested and exercisable four (4) years from the date of grant, subject to Employee's continued service to the Company on the relevant vesting dates. The Option and the Subsequent Option will be subject to the terms, definitions and provisions of the Company's Stock PlanPlan and the stock option agreement by and between Employee and the Company, both of which documents are incorporated herein by reference.

Stock Option. Upon the commencement of your employment, the Company will grant you an option under the Company’s 1999 Stock Plan 8.01. Employer hereby grants to Employee non-transferable stock options to purchase One Million, Thirty-Eight Thousand, One Hundred and Forty-Six (1,038,146) 400,000 shares of the CompanyEmployer’s Common Stock (the “Option”)voting common stock, which represents five and one half percent (5.5%) (your “Pro-Rata Percentage”) of the Fully Diluted Capitalization of the Company (as defined below), at an exercise price equal to the fair market value of the Company’s Common Stock on the date of the grant, as determined in good faith by the Board. The “Fully Diluted Capitalization of the Company” shall mean all outstanding securities of the Company (on an as converted or exercised basis) as of the Commencement Date, including all outstanding options and warrants and the unallocated reserved pool under the Company’s equity plans (including any increases thereto related to the Option) and including the Option. The Option will vest over four (4) years as follows: 25% of the total number of shares subject to the Option will vest on the twelve (12) month anniversary of the Commencement Date and thereafter 2.0833% of the total number of shares subject to the Option will vest at the end of each full month of continuous employment. Vesting will depend on your continued employment with the Company and will be subject to the terms and conditions hereinafter set forth in this Article VIII. Where required by applicable laws or regulation, or by administrative necessity, the Board of Section 6 Directors of this Agreement Employer may prescribe additional terms and conditions regarding the issuance and administration of the stock option, as long as such additional terms and conditions do not conflict with the terms and conditions of the 1999 Stock Plan and related Stock Option Agreementhereinafter set forth. 8.02. The Option shall be options granted as an incentive stock option pursuant to the maximum extent permitted under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and, thereafter8.01 above, shall be granted exercisable as a non-qualified stock optionfollows: a. as to 100,000 shares, between April 1, 2007 and such March 31, 2012, inclusive; b. as to 100,000 shares, between April 1, 2008 and March 31, 2013, inclusive; and c. as to 100,000 shares, between April 1, 2009 and March 31, 2014, inclusive; and d. as to 100,000 shares, between April 1, 2010 and March 31, 2015, inclusive. The exercise price for all options shall be issued under separate option notices and agreements designated $ 0.75 per share. The foregoing notwithstanding, no options which are not already theretofore exercisable shall become exercisable at any time after the termination of Employee’s full time active employment with Employer, nor at any time after Employee receives notice of a pending or completed Change of Control as an incentive stock option or non-qualified stock optiondefined in Section 8.03, as appropriatebelow. 8.03. In the event you terminate employment with the Company as of death or complete disability of Employee, or a result of Involuntary Termination, Termination without Cause or Termination for Disability, each as defined below, you may exercise the vested portions of the Option during the twelve (12) month period commencing on the date of your voluntary termination of employmentemployment (which shall include the resignation of Employee, providedor the giving of a notice of termination of this Contract, howeveror a successor or amended employment contract, that in by Employee pursuant to Section 1.01, above),or notice of a pending or completed Change of Control as hereinafter defined, Employee (or if applicable, Employee’s estate or personal representative) shall have a period of sixty (60) days within which to exercise any matured (exercisable) options which have not theretofore been exercised; and after the expiration of said sixty (60) day period, such options shall expire and be of no event may the Option be exercised after its expiration date. In the event you terminate employment with the Company as the result of your death, the vested portions of the Option may be exercised during the twelve (12) month period commencing on the date of your death, provided, however, that in no event may the Option be exercised after its expiration date. In the event you terminate employment with the Company as a result of Voluntary Termination further force or Termination for Cause, you may exercise the vested portions of the Option during the period allowed under the 1999 Stock Planeffect.

Stock Option. Upon the commencement of your employmentSubject to this Section 3.3(a), the Company will grant you to the Executive an option under (the Company’s 1999 Stock Plan “Option”) to purchase One Million, Thirty-Eight Thousand, One Hundred and Forty-Six (1,038,146) 1,200,000 shares of the Company’s Common Stock (Stock, effective on the “Option”), which represents five and one half percent (5.5%) (your “Pro-Rata Percentage”) of the Fully Diluted Capitalization of the Company (as defined below), at an Effective Date. The exercise price per share for the Option will be equal to the fair market value closing price of a share of the Company’s Common Stock on the date of the grant, as determined in good faith by the Board. The “Fully Diluted Capitalization of the Company” shall mean all outstanding securities of the Company (on an as converted or exercised basis) as of the Commencement Effective Date, including all outstanding options and warrants and the unallocated reserved pool under the Company’s equity plans (including any increases thereto related to the Option) and including the Option. The Option will vest over four (4) years as follows: 25% of the total number of shares subject be granted pursuant to the Option will vest on the twelve (12“inducement grant” exception provided in Nasdaq Rule 5635(c) month anniversary of the Commencement Date and thereafter 2.0833% of the total number of shares subject to the Option will vest at the end of each full month of continuous employment. Vesting will depend on your continued employment with the Company and will not be subject intended to the terms of Section 6 of this Agreement and the terms and conditions of the 1999 Stock Plan and related Stock Option Agreement. The Option shall be granted qualify as an “incentive stock option to option” within the maximum extent permitted under meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Except as expressly set forth herein, the Option will vest as follows: (i) with respect to 720,000 of the shares subject to the Option, the Option will vest as to 180,000 of such shares on the first anniversary of the Effective Date, and as to 1/36th of the remaining 540,000 shares underlying the Option each month thereafter on the same day of the month as the Effective Date, subject in each case to the Executive’s active and continuous service to the Company through the applicable vesting date, such that the Executive shall be fully vested in such portion of the Option shares after four years of active and continuous service to the Company from the Effective Date, and (ii) with respect to 480,000 of the shares subject to the Option, thereafterthe Option will be eligible to vest as to 120,000 of such shares on the last day of each of the Company’s 2013, 2014, 2015 and 2016 fiscal years, provided that the closing price of a share of the Company’s common stock (in regular trading) equals or exceeds the applicable Stock Price Threshold for a period of at least forty-five (45) consecutive trading days during such fiscal year (the “Stock Price Threshold Objective”), subject to the Executive’s active and continuous service with the Company through the last day of such fiscal year. Except with respect to the 2016 fiscal year, in the event that the Stock Price Threshold Objective is not achieved in a particular fiscal year, the Executive shall be eligible to vest in the portion of the Option applicable to such fiscal year (i.e. 120,000 shares) if the Stock Price Threshold Objective is achieved in the immediately following fiscal year (the “Roll-Over Fiscal Year”) and the Executive remains actively and continuously employed through the last day of the Roll-Over Fiscal Year. If the Stock Price Threshold Objective is not achieved in the Roll-Over Fiscal Year, the portion of the Option applicable to the prior fiscal year shall terminate as of the last day of theRoll-Over Fiscal Year. (By way of example, if the Stock Price Threshold Objective for the 2013 fiscal year is not achieved in that fiscal year, the Executive would be eligible to vest in 240,000 shares underlying the Option (i.e. 120,000 shares applicable to each of the 2013 and 2014 fiscal years) if the Stock Price Threshold Objective set forth below for the 2014 fiscal year is achieved; if the Stock Price Threshold Objective for the 2014 fiscal year is not achieved in the 2014 fiscal year, 120,000 shares underlying the Option (the portion of the Option applicable to the 2013 fiscal year) will terminate as of the last day of the 2014 fiscal year, but the Executive would be eligible to vest in 240,000 shares underlying the Option if the Stock Price Threshold Objective for the 2015 fiscal year is achieve during the 2015 fiscal year.) If the Stock Price Threshold for the 2016 fiscal year is not achieved in the 2016 fiscal year, the portion of the Option that remains unvested as of the end of the 2016 fiscal year shall terminate as of the last day of that fiscal year unless the Agreement is extended by a written agreement signed by the parties in which case the portion of the Option that remains unvested as of the end of the 2016 fiscal year shall vest if the Stock Price Threshold Objective is achieved for the 2017 fiscal year (as may be mutually agreed upon by the parties if this Agreement is extended) or will terminate if the Stock Price Threshold Objective is not achieved for the 2017 fiscal year. For these purposes, the “Stock Price Threshold” for a particular fiscal year shall be as follows: 2013 $ 7.50 2014 $ 9.00 2015 $ 12.00 2016 $ 15.00 The maximum term of the Option will be seven (7) years from the date of grant of the Option. The Option may be granted as one or more separate grants as determined by the Compensation Committee, each such grant to be on the same terms (except as expressly set forth herein) as option grants made generally under the Company’s 2006 Equity Incentive Plan (the “Plan”), a non-qualified stock option, and copy of which is publicly available. Each such options grant shall be issued under separate option notices subject to such further terms and agreements designated conditions as an incentive set forth in a written stock option or non-qualified stock optionagreement to be entered into by the Company and the Executive to evidence the Option, as appropriatesuch agreement(s) to be in the form(s) provided to the Executive prior to the execution of this Agreement. In Each such agreement and any award agreement for any future option grant by the Company shall provide that, in the event you terminate that Executive’s employment with is terminated by the Company as a result of Involuntary Termination, Termination without Cause or Termination by Executive for Disability, each as defined Good Reason and subject to the terms of Sections 5.3(b) and 5.4 below, you may exercise the vested portions of the Option during the Executive shall have up to twelve (12) month period commencing on the date of your termination of employment, provided, however, that in no event may the Option be exercised after its expiration date. In the event you terminate employment with the Company as the result of your death, the months following his Separation from Service (defined below) to exercise any vested portions of the Option may be exercised during the twelve (12) month period commencing on the date of your death, provided, however, that in no event may the Option be exercised after its expiration date. In the event you terminate employment with the Company as a result of Voluntary Termination or Termination for Cause, you may exercise the vested portions of the Option during the period allowed under the 1999 Stock Planstock options then held by Executive.

Stock Option. Upon Subject to the commencement Company's adoption and shareholder approval of your employmentthe Plan and Executive's continued employment with the Company through each such date, (i) on the thirtieth calendar day following the consummation of the first to close of the PBB Merger, the Company will Spectrum Merger and the Heritage Merger (or, if not a trading day, the next succeeding trading day) (the date on which any stock option is granted pursuant to this Section 5, a "Grant Date"), SoCal shall grant you an to Executive a nonqualified stock option under the Company’s 1999 Stock Plan to purchase One Million, Thirty-Eight Thousand, One Hundred and Forty-Six (1,038,146) a number of shares of the Company’s Common Stock (the “Option”), which represents five and one half percent (5.5%) (your “Pro-Rata Percentage”) of the Fully Diluted Capitalization of the Company (as defined below), at an exercise price SoCal common stock equal to the fair market value of the Company’s Common Stock on the date of the grant, as determined in good faith by the Board. The “Fully Diluted Capitalization of the Company” shall mean all outstanding securities of the Company (on an as converted or exercised basis) as of the Commencement Date, including all outstanding options and warrants and the unallocated reserved pool under the Company’s equity plans (including any increases thereto related to the Option) and including the Option. The Option will vest over four (4) years as follows: 250.60% of the total number of shares subject of SoCal common stock outstanding as of the consummation of such Merger (each stock option granted pursuant to the Option will vest this Section 5, an "Option"), and (ii) on the twelve (12) month anniversary thirtieth calendar day following the consummation of each of the Commencement Date and thereafter 2.0833remaining two Mergers (or, in each case, if not a trading day, the next succeeding trading day), SoCal shall grant to Executive a nonqualified Option to purchase a number of shares of SoCal common stock such that, following the grant of such Option, Executive's outstanding Options shall, in the aggregate, cover a number of shares of SoCal common stock equal to 0.60% of the total number of shares subject of SoCal common stock outstanding as of the consummation of such Merger. For the avoidance of doubt, (A) if, upon the consummation of any Merger, Executive's outstanding Option(s) already cover 0.60% or more of the total number of shares of SoCal common stock outstanding, then no additional Option grant shall be required by this Section 5 in connection with such Merger, and (B) in no event shall any stock options granted prior to the date of this Agreement, including without limitation any stock options that are converted into options to purchase SoCal shares in connection with any Merger, be counted in the numerator of any equation as options held by Executive for purposes of determining whether the Options cover 0.60% of the total number of shares of SoCal common stock outstanding at any time. Each Option will vest shall be granted at the end of each full month of continuous employment. Vesting will depend on your continued employment with the Company and will be subject an exercise price per share equal to the terms closing price of Section 6 a share of this Agreement and SoCal common stock on the OTCBB (or such other exchange or quotation system on which SoCal common stock is primarily traded, as determined by the Board) on the applicable Grant Date. The terms and conditions of the 1999 Stock Plan each Option, including without limitation any applicable vesting and related Stock Option Agreement. The Option shall be granted as an incentive stock option to the maximum extent permitted under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and, thereafterforfeiture conditions, shall be granted set forth in a Stock Option Agreement substantially in the form attached hereto as a non-qualified stock optionExhibit A, and such options shall to be issued under separate option notices and agreements designated as an incentive stock option or non-qualified stock option, as appropriate. In the event you terminate employment with entered into by the Company as a result and Executive (the "Option Agreement"). Each Option shall, subject to the provisions of Involuntary Terminationthis Section 5, Termination without Cause or Termination for Disability, each as defined below, you may exercise be governed in all respects by the vested portions terms of the Plan and the applicable Option during the twelve (12) month period commencing on the date of your termination of employment, provided, however, that in no event may the Option be exercised after its expiration date. In the event you terminate employment with the Company as the result of your death, the vested portions of the Option may be exercised during the twelve (12) month period commencing on the date of your death, provided, however, that in no event may the Option be exercised after its expiration date. In the event you terminate employment with the Company as a result of Voluntary Termination or Termination for Cause, you may exercise the vested portions of the Option during the period allowed under the 1999 Stock PlanAgreement.