Common use of Stock Option Clause in Contracts

Stock Option. Effective as of the date hereof (the "Effective ------------ Date"), under the terms of the American TeleSource International, Inc. (ATSI) 1997 Stock Option Plan (the "Plan"), ATSI, an Ontario corporation ("ATSI"), hereby grants to Executive the option (the "Option") to purchase shares (the "Option Shares") of Common Stock, no par value per share, of ATSI, subject to the requisite approval of the Plan by ATSI's Board of Directors and ATSI's shareholders. The number of Option Shares, the purchase price per Option Share and the installments and dates in which the Executive shall have the right to exercise the Option are attached to this Agreement as Exhibit "B". The Plan is attached to this Agreement as Exhibit "A". Beginning on the Effective Date, such installments shall be cumulative (i.e. once the right to purchase the number of shares of an installment has accrued, such shares may be purchased at any time thereafter, or in part from time to time, until the business day immediately preceding the tenth anniversary of the Effective Date (the "Expiration Date") or until such earlier date as set forth in the following paragraph. Notwithstanding the preceding sentence, upon the occurrence of a Change in Control, Executive's right to exercise the Option shall become fully vested (i.e., all unissued Option Shares may be purchased at any time thereafter, or in part from time to time, until the Expiration Date or until such earlier date as set forth in the following paragraph). Upon termination of Executive's employment pursuant to Paragraph 1(D)(4) ----------------- (Termination by the Company for Cause) or paragraph 1(D)(6) (Voluntary ----------------- Termination by Executive), the Option shall remain exercisable for the four month period following such termination, but only to the extent such option was exercisable at termination. Upon termination of Executive's employment pursuant to paragraph 1(D)(1) (Death) or paragraph 1(D)(2) ----------------- ----------------- (Disability), the Option, to the extent then exercisable, shall remain exercisable for the one-year period following such termination. Upon termination of Executive's employment pursuant to paragraph (D)(3) (Termination by the ---------------- Company without Cause) or paragraph 1(D)(5) (By the Executive for Good Reason), ----------------- Executive's right to exercise the Option shall become fully vested and the Option shall remain exercisable for the four-month period following such termination.

Stock Option. Effective as of the date hereof (the "Effective ------------ Date"), under the terms of the American TeleSource International, Inc. (ATSI) 1997 Stock Option Plan (the "Plan"), ATSI, an Ontario corporation ("ATSI"), 8.01. Employer hereby grants to Executive the option (the "Option") Employee non-transferable stock options to purchase 400,000 shares (the "Option Shares") of Common Stock, no par value per share, of ATSIEmployer’s voting common stock, subject to the requisite approval of terms and conditions hereinafter set forth in this Article VIII. Where required by applicable laws or regulation, or by administrative necessity, the Plan by ATSI's Board of Directors of Employer may prescribe additional terms and ATSI's shareholdersconditions 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 hereinafter set forth. 8.02. The number of Option Sharesoptions granted pursuant to Section 8.01 above, the purchase price per Option Share shall be exercisable as follows: a. as to 100,000 shares, between September 10, 2007 and the installments September 9, 2012, inclusive; b. as to 100,000 shares, between September 10, 2008 and dates in which the Executive shall have the right September 9, 2013, inclusive; and c. as to exercise the Option are attached 100,000 shares, between September 10, 2009 and September 9, 2014, inclusive; and d. as to this Agreement as Exhibit "B"100,000 shares, between September 10, 2010 and September 9, 2015, inclusive. The Plan is attached to this Agreement as Exhibit "A". Beginning on the Effective Date, such installments exercise price for all options shall be cumulative (i.e. once the right to purchase the number closing price of shares of an installment has accruedABI stock on September 8, such shares may be purchased 2006. The foregoing notwithstanding, no options which are not already theretofore exercisable shall become exercisable at any time thereafterafter the termination of Employee’s full time active employment with Employer. 8.03. In the event of death or complete disability of Employee, or in part from time to timea voluntary termination of employment (which shall include the resignation of Employee, until or the business day immediately preceding the tenth anniversary of the Effective Date (the "Expiration Date") or until such earlier date as set forth in the following paragraph. Notwithstanding the preceding sentence, upon the occurrence giving of a notice of termination of this Contract, or a successor or amended employment contract, by Employee pursuant to Section 1.01, above), 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 further force or effect. In the event of notice of a pending or completed Change in Control, Executive's right as hereinafter defined, all options held by Employee under this Employment Contract shall be immediately exercisable, and Employee shall thereupon have a period of sixty (60) days within which to exercise any or all of such options; and after the Option expiration of said sixty (60) day period, such options shall become fully vested (i.e., all unissued Option Shares may expire and be purchased at any time thereafter, of no further force or in part from time to time, until the Expiration Date or until such earlier date as set forth in the following paragraph). Upon termination of Executive's employment pursuant to Paragraph 1(D)(4) ----------------- (Termination by the Company for Cause) or paragraph 1(D)(6) (Voluntary ----------------- Termination by Executive), the Option shall remain exercisable for the four month period following such termination, but only to the extent such option was exercisable at termination. Upon termination of Executive's employment pursuant to paragraph 1(D)(1) (Death) or paragraph 1(D)(2) ----------------- ----------------- (Disability), the Option, to the extent then exercisable, shall remain exercisable for the one-year period following such termination. Upon termination of Executive's employment pursuant to paragraph (D)(3) (Termination by the ---------------- Company without Cause) or paragraph 1(D)(5) (By the Executive for Good Reason), ----------------- Executive's right to exercise the Option shall become fully vested and the Option shall remain exercisable for the four-month period following such terminationeffect.

Stock Option. Effective as of the date hereof (the "Effective ------------ Date"), under the terms of the American TeleSource International, Inc. (ATSIa) 1997 Stock Option Plan (the "Plan"), ATSI, an Ontario corporation ("ATSI"), The Company hereby grants to Executive Optionee the option (the "“Option"”) to purchase up to ________ shares (the "Option Shares") of Common Stock, no par value Stock at a purchase price of $_____ per share, to be issued upon the exercise thereof in cumulative annual installments as follows: (i) An installment of ATSI, subject to the requisite approval 25% of the Plan by ATSI's Board Option shall become exercisable one year following the date upon which this Option is granted (the “Grant Date”), with additional installments of Directors and ATSI's shareholders. The number 25% becoming exercisable on each anniversary of Option Shares, the purchase price per Option Share and the installments and dates in which the Executive shall have the right to exercise Grant Date so that the Option are attached to this Agreement as Exhibit "B". The Plan is attached to this Agreement as Exhibit "A". Beginning on fully exercisable at the Effective end of four years from the Grant Date, such installments shall be cumulative . (i.e. once the right to purchase the number of shares of an installment has accrued, such shares ii) No Option may be purchased at any time thereafter, exercised in whole or in part from time prior to time, until the business day immediately preceding the tenth one year anniversary of the Effective Date Grant Date. (b) If the "Expiration Date") Optionee dies while in office or until such earlier date as set forth in the following paragraph. Notwithstanding the preceding sentencebecomes Disabled, or upon the occurrence of a Change in Control, Executive's right to exercise all installments of the Option shall vest and become fully vested exercisable. (i.e., all unissued c) No installment of the Option Shares may that was not exercisable on the date on which the Optionee ceases to be purchased at any time thereafter, or in part from time to time, until the Expiration Date or until such earlier date as set forth in the following paragraph). Upon termination a director of Executive's employment pursuant to Paragraph 1(D)(4) ----------------- (Termination by the Company for Causeany reason, other than by reason of death or the Optionee becoming Disabled, shall thereafter become exercisable by the Optionee or his successors and assigns. (d) The Option may not be exercised after the first to occur of the following events: (i) The expiration of ten years from the Grant Date; (ii) In the case of the death of the Optionee while in office, or paragraph 1(D)(6) (Voluntary ----------------- Termination by Executive)the Optionee becoming Disabled, the Option shall remain exercisable for expiration of the four month period following such termination, but only to remaining term of the extent such option was exercisable at termination. Upon termination Option; (iii) In the case of Executive's employment pursuant to paragraph 1(D)(1) (Death) or paragraph 1(D)(2) ----------------- ----------------- (Disability)the resignation of the Optionee, the expiration of the remaining term of the Option; (v) In the case of the Optionee’s disqualification or removal from the Board of Directors, to the extent then exercisable, shall remain exercisable for the one-year period following such termination. Upon termination of Executive's employment pursuant to paragraph (D)(3) (Termination other than removal or replacement caused by the ---------------- Company without Cause) Optionee’s death or paragraph 1(D)(5) (By Disability, the Executive for Good Reason)expiration of three months from the date of disqualification or Xxxxxx Engineering Group Inc. 1999 Outside Director Stock Option Grant Agreement removal, ----------------- Executive's right to exercise unless the Option shall become fully vested and the Option shall remain exercisable for the fourOptionee dies within said three-month period following such terminationperiod, in which case the expiration of one year from the date of death.

Stock Option. Effective as of the date hereof (the "Effective ------------ Date"), ------------- under the terms of the American TeleSource International, Inc. (ATSI) 1997 GLOBALSCAPE 1998 Stock Option Plan (the "Plan"), ATSIGLOBALSCAPE, an Ontario a Delaware corporation ("ATSIGlobal"), hereby grants to Executive the option (the "Option") to purchase shares (the "Option Shares") of Common Stock, no $.001 par value per share, of ATSI, subject to the requisite approval of the Plan by ATSI's Board of Directors and ATSI's shareholdersGLOBALSCAPE. The number of Option Shares, the purchase price per Option Share and the installments and dates in which the Executive shall have the right to exercise the Option are attached to this Agreement as Exhibit "B". The Plan is attached to this Agreement as Exhibit "A". A." Beginning on the Effective Date, such installments shall be cumulative (i.e. once the right to purchase the number of shares of an installment has accrued, such shares may be purchased at any time thereafter, or in part from time to time, until the business day immediately preceding the tenth anniversary of the Effective Date (the "Expiration Date") or until such earlier date as set forth in the following paragraph. Notwithstanding the preceding sentence, upon the occurrence of a Change in Control, Executive's right to exercise the Option shall become fully vested (i.e., all unissued Option Shares may be purchased at any time thereafter, or in part from time to time, until the Expiration Date or until such earlier date as set forth in the following paragraph). Upon termination of Executive's employment pursuant to Paragraph 1(D)(4l(D)(4) ----------------- (Termination by the Company for Cause) or paragraph 1(D)(6l(D)(6) (Voluntary ----------------- Termination by Executive), the Option shall remain exercisable for the four month period following such termination, but only to the extent such option was exercisable at termination. Upon termination of Executive's employment pursuant to paragraph 1(D)(1l(D)(1) (Death) or paragraph 1(D)(2l(D)(2) ----------------- ----------------- (Disability), the Option, to the extent then exercisable, shall remain exercisable for the one-year period following such termination. Upon termination of Executive's employment pursuant to paragraph (D)(3) (Termination by the ---------------- Company without Cause) or paragraph 1(D)(5l(D)(5) (By the Executive for Good Reason), ----------------- Executive's right to exercise the Option shall become fully vested and the Option shall remain exercisable for the four-month period following such termination.

Stock Option. Effective as of the date hereof (the "Effective ------------ Date"), under the terms of the American TeleSource International, Inc. (ATSI) 1997 Stock Option Plan (the "Plan"), ATSI, an Ontario corporation ("ATSI"), hereby grants to Executive the option (the "Option") to purchase shares (the "Option Shares") of Common Stock, no par value per share, of ATSI, subject to the requisite approval of the Plan by ATSI's Board of Directors and ATSI's shareholders. The number of Option Shares, the purchase price per Option Share and the installments and dates in which the Executive shall have the right to exercise the Option are attached to this Agreement as Exhibit "B". The Plan is attached to this Agreement as Exhibit "A". Beginning on the Effective Date, such installments shall be cumulative (i.e. once the right to purchase the number of shares of an installment has accrued, such shares may be purchased at any time thereafter, or in part from time to time, until the business day immediately preceding the tenth anniversary of the Effective Date (the "Expiration Date") or until such earlier date as set forth in the following paragraph. Notwithstanding the preceding sentence, upon the occurrence of a Change in Control, Executive's right to exercise the Option shall become fully vested (i.e., all unissued Option Shares may be purchased at any time thereafter, or in part from time to time, until the Expiration Date or until such earlier date as set forth in the following paragraph). Upon termination of Executive's employment pursuant to Paragraph 1(D)(4) ----------------- (Termination by the Company for Cause) or paragraph 1(D)(6) (Voluntary ----------------- Termination by Executive), the Option shall remain exercisable for the four month period following such termination, but only to the extent such option was exercisable at termination. Upon termination of Executive's employment pursuant to paragraph 1(D)(1) (Death) or paragraph 1(D)(2) ----------------- ----------------- (Disability), the Option, to ----------------- ----------------- the extent then exercisable, shall remain exercisable for the one-year period following such termination. Upon termination of Executive's employment pursuant to paragraph (D)(3) (Termination by the ---------------- Company without Cause) or ----------------- paragraph 1(D)(5) (By the Executive for Good Reason), ----------------- Executive's right to ----------------- exercise the Option shall become fully vested and the Option shall remain exercisable for the four-month period following such termination.

Stock Option. Effective as of the date hereof (the "Effective ------------ Date"), under the terms of the American TeleSource International, Inc. (ATSI) 1997 Stock Option Plan (the "Plan"), ATSI, an Ontario corporation ("ATSI"), hereby grants to Executive the option (the "Option") to purchase shares (the "Option Shares") of Common Stock, no par value per share, of ATSI, subject to the requisite approval of the Plan by ATSI's Board of Directors and ATSI's shareholders. The number of Option Shares, the purchase price per Option Share and the installments and dates in which the Executive shall have the right to exercise the Option are attached to this Agreement as Exhibit "B". The Plan is attached to this Agreement as Exhibit "A". Beginning on the Effective Date, such installments shall be cumulative (i.e. once the right to purchase the number of shares of an installment has accrued, such shares may be purchased at any time thereafter, or in part from time to time, until the business day immediately preceding the tenth anniversary of the Effective Date (the "Expiration Date") or until such earlier date as set forth in the following paragraph. Notwithstanding the preceding sentence, upon the occurrence of a Change in Control, Executive's right to exercise the Option shall become fully vested (i.e., all unissued Option Shares may be purchased at any time thereafter, or in part from time to time, until the Expiration Date or until such earlier date as set forth in the following paragraph). Upon termination of Executive's employment pursuant to Paragraph 1(D)(4) ----------------- (Termination by the Company for Cause) or paragraph 1(D)(6) (Voluntary ----------------- Termination by Executive), the Option shall remain exercisable for the four month period following such termination, but only to the extent such option was exercisable at termination. Upon termination of Executive's employment pursuant to paragraph 1(D)(1) (Death) or paragraph 1(D)(2) ----------------- ----------------- (Disability), the Option, to the extent then exercisable, shall remain exercisable for the one-year period following such termination. Upon termination of Executive's employment pursuant to paragraph (D)(3) (Termination ---------------- by the ---------------- Company without Cause) or paragraph 1(D)(5) (By the Executive for Good ----------------- Reason), ----------------- Executive's right to exercise the Option shall become fully vested and the Option shall remain exercisable for the four-month period following such termination.

Stock Option. Effective as of the date hereof (the "Effective ------------ Date"), under the terms of the American TeleSource International, Inc. (ATSI) 1997 GLOBALSCAPE 1998 Stock Option Plan (the "Plan"), ATSIGLOBALSCAPE, an Ontario a Delaware corporation ("ATSIGlobal"), hereby grants to Executive the option (the "Option") to purchase shares (the "Option Shares") of Common Stock, no $.001 par value per share, of ATSI, subject to the requisite approval of the Plan by ATSI's Board of Directors and ATSI's shareholdersGLOBALSCAPE. The number of Option Shares, the purchase price per Option Share and the installments and dates in which the Executive shall have the right to exercise the Option are attached to this Agreement as Exhibit "B". The Plan is attached to this Agreement as Exhibit "A". Beginning on the Effective Date, such installments shall be cumulative (i.e. once the right to purchase the number of shares of an installment has accrued, such shares may be purchased at any time thereafter, or in part from time to time, until the business day immediately preceding the tenth anniversary of the Effective Date (the "Expiration Date") or until such earlier date as set forth in the following paragraph. Notwithstanding the preceding sentence, upon the occurrence of a Change in Control, Executive's right to exercise the Option shall become fully vested (i.e., all unissued Option Shares may be purchased at any time thereafter, or in part from time to time, until the Expiration Date or until such earlier date as set forth in the following paragraph). Upon termination of Executive's employment pursuant to Paragraph 1(D)(4) ----------------- (Termination by the Company for Cause) or paragraph 1(D)(6) (Voluntary ----------------- Termination by Executive), the Option shall remain exercisable for the four month period following such termination, but only to the extent such option was exercisable at termination. Upon termination of Executive's employment pursuant to paragraph 1(D)(1) (Death) ----------------- or paragraph 1(D)(2) ----------------- ----------------- (Disability), the Option, to the extent then exercisable, ----------------- shall remain exercisable for the one-year period following such termination. Upon termination of Executive's employment pursuant to paragraph (D)(3) ---------------- (Termination by the ---------------- Company without Cause) or paragraph 1(D)(5) (By the ----------------- Executive for Good Reason), ----------------- Executive's right to exercise the Option shall become fully vested and the Option shall remain exercisable for the four-month period following such termination.

Stock Option. Effective as Subject to approval of the date hereof Board, the Company shall grant you a nonstatutory stock option to purchase 27,000 shares of the Company’s Common Stock (the "Effective ------------ Date"), under “Option”) pursuant to the terms of the American TeleSource International, Inc. (ATSI) 1997 Company’s Amended and Restated 1995 Stock Option Plan (the "“1995 Plan"”), ATSI, an Ontario corporation ("ATSI"), hereby grants to Executive the option (the "Option") to purchase shares (the "Option Shares") of Common Stock, no par value per share, of ATSI, subject to the requisite approval of the Plan by ATSI's Board of Directors and ATSI's shareholders. The number exercise price of Option Shares, the purchase price per Option Share and the installments and dates in which the Executive shall have the right to exercise the Option are attached to this Agreement as Exhibit "B". The Plan is attached to this Agreement as Exhibit "A". Beginning on the Effective Date, such installments shall be cumulative (i.e. once the right to purchase the number of shares of an installment has accrued, such shares may be purchased at any time thereafter, or in part from time to time, until the business day immediately preceding the tenth anniversary of the Effective Date (the "Expiration Date") or until such earlier date as set forth in the following paragraph. Notwithstanding the preceding sentence, upon the occurrence of a Change in Control, Executive's right to exercise the Option shall become fully vested (i.e.be equal to the fair market value of the Company’s common stock as of the date of grant, all unissued Option Shares may be purchased at any time thereafter, or in part from time to time, until the Expiration Date or until such earlier date as set forth in the following paragraph). Upon termination of Executive's employment pursuant to Paragraph 1(D)(4) ----------------- (Termination determined by the Company for Cause) or paragraph 1(D)(6) (Voluntary ----------------- Termination by Executive), Board. As of the date the Option is granted 4,500 of the Option shares shall remain exercisable for be immediately vested and exercisable. On March 31, 2004, and on the four last day of each month period following such terminationthereafter during the Consulting Period, but only to 2,250 of the extent such option was exercisable at termination. Upon termination of Executive's employment pursuant to paragraph 1(D)(1) (Death) or paragraph 1(D)(2) ----------------- ----------------- (Disability), the Option, to the extent then Option shares will vest and become exercisable, shall remain exercisable for the one-year period following such termination. Upon termination of Executive's employment pursuant to paragraph (D)(3) (Termination by the ---------------- Company without Cause) or paragraph 1(D)(5) (By the Executive for Good Reason), ----------------- Executive's right to exercise so that the Option shall become will be fully vested and exercisable on December 31, 2004 if the Consulting Period extends through and including such date. You hereby agree that if the Consulting Period terminates before December 31, 2004, your Option will cease vesting as of such termination date (the “Termination Date”) and that all unvested shares of the Option shall remain exercisable for will terminate as of the fourTermination Date. You further agree that you may exercise the vested shares of the Option only during the 90-month day period following the Termination Date and you agree that the Option will terminate at the end of such terminationperiod. The Option will otherwise be governed by the terms and conditions of the 1995 Plan and the applicable stock option agreement and grant notice. In addition, you acknowledge and agree that as Executive Chairman of the Board, you are an “officer” of the Company as defined in the 1995 Plan and, as of the date you were elected as an officer, you ceased to be a “Non-Employee Director” as defined in the 1995 Plan. Further, you acknowledge and agree that following the Consulting Period, if you resume the status of a “Non-Employee Director” as defined in the 1995 Plan, you will again be entitled to receive “Subsequent Grants,” but not an “Initial Grant,” under the 1995 Plan.

Stock Option. Effective as of the date hereof (the "Effective ------------ Date"), ------------ under the terms of the American TeleSource International, Inc. (ATSI) 1997 1998 Stock Option Plan (the "Plan"), ATSI, an Ontario a Delaware corporation ("ATSI"), hereby grants to Executive the option (the "Option") to purchase shares (the "Option Shares") of Common Stock, no par value per share, of ATSI, subject to the requisite approval of the Plan by ATSI's Board of Directors and ATSI's shareholders. The number of Option Shares, the purchase price per Option Share and the installments and dates in which the Executive shall have the right to exercise the Option are attached to this Agreement as Exhibit "B". The Plan is attached to this Agreement as Exhibit "A". Beginning on the Effective Date, such installments shall be cumulative (i.e. once the right to purchase the number of shares of an installment has accrued, such shares may be purchased at any time thereafter, or in part from time to time, until the business day immediately preceding the tenth anniversary of the Effective Date (the "Expiration Date") or until such earlier date as set forth in the following paragraph. Notwithstanding the preceding sentence, upon the occurrence of a Change in Control, Executive's right to exercise the Option shall become fully vested (i.e., all unissued Option Shares may be purchased at any time thereafter, or in part from time to time, until the Expiration Date or until such earlier date as set forth in the following paragraph). Upon termination of Executive's employment pursuant to Paragraph 1(D)(4) ----------------- (Termination by the Company for Cause) or paragraph 1(D)(6) (Voluntary ----------------- Termination by Executive), the Option shall remain exercisable for the four month period following such termination, but only to the extent such option was exercisable at termination. Upon termination of Executive's employment pursuant to paragraph 1(D)(1) (Death) or paragraph 1(D)(2) ----------------- ----------------- (Disability), the Option, to ----------------- ----------------- the extent then exercisable, shall remain exercisable for the one-year period following such termination. Upon termination of Executive's employment pursuant to paragraph (D)(3) (Termination by the ---------------- Company without Cause) or ----------------- paragraph 1(D)(5) (By the Executive for Good Reason), ----------------- Executive's right to ----------------- exercise the Option shall become fully vested and the Option shall remain exercisable for the four-month period following such termination.

Stock Option. Effective as of the date hereof (the "Effective ------------ Date"), under the terms of the American TeleSource International, Inc. (ATSI) 1997 1998 Stock Option Plan (the "Plan"), ATSI, an Ontario a Delaware corporation ("ATSI"), hereby grants to Executive the option (the "Option") to purchase shares (the "Option Shares") of Common Stock, no par value per share, of ATSI, subject to the requisite approval of the Plan by ATSI's Board of Directors and ATSI's shareholders. The number of Option Shares, the purchase price per Option Share and the installments and dates in which the Executive shall have the right to exercise the Option are attached to this Agreement as Exhibit "B". The Plan is attached to this Agreement as Exhibit "A". Beginning on the Effective Date, such installments shall be cumulative (i.e. once the right to purchase the number of shares of an installment has accrued, such shares may be purchased at any time thereafter, or in part from time to time, until the business day immediately preceding the tenth anniversary of the Effective Date (the "Expiration Date") or until such earlier date as set forth in the following paragraph. Notwithstanding the preceding sentence, upon the occurrence of a Change in Control, Executive's right to exercise the Option shall become fully vested (i.e., all unissued Option Shares may be purchased at any time thereafter, or in part from time to time, until the Expiration Date or until such earlier date as set forth in the following paragraph). Upon termination of Executive's employment pursuant to Paragraph 1(D)(4) ----------------- (Termination by the Company for Cause) or paragraph 1(D)(6) (Voluntary ----------------- Termination by Executive), the Option shall remain exercisable for the four month period following such termination, but only to the extent such option was exercisable at termination. Upon termination of Executive's employment pursuant to paragraph 1(D)(1) (Death) or paragraph 1(D)(2) ----------------- ----------------- (Disability), the Option, to ----------------- ----------------- the extent then exercisable, shall remain exercisable for the one-year period following such termination. Upon termination of Executive's employment pursuant to paragraph (D)(3) (Termination by the ---------------- Company without Cause) or ----------------- paragraph 1(D)(5) (By the Executive for Good Reason), ----------------- Executive's right to ----------------- exercise the Option shall become fully vested and the Option shall remain exercisable for the four-month period following such termination.