Common use of Stock Options and Compensatory Equity Clause in Contracts

Stock Options and Compensatory Equity. While you are an employee of the Company, you will be eligible to receive grants of stock options (or other grants of Company equity) to purchase shares of the Company's common stock. Such equity grants, if any, will be made in the sole discretion of the Board and will be subject to the terms and conditions specified by the Board, the Company's stock plan, the award agreement that you must execute as a condition of any grant and the Company's xxxxxxx xxxxxxx policy. If required by applicable law with respect to transactions involving Company equity securities, you agree that you shall use your best efforts to comply with any duty that you may have to (i) timely report any such transactions and (ii) to refrain from engaging in certain transactions from time to time. The Company has no duty to register under (or otherwise obtain an exemption from) the Securities Act of 1933 (or applicable state securities laws) with respect to any Company equity securities that may be issued to you. Notwithstanding anything to the contrary (but subject to the next sentence), any equity compensation awards that were granted to you before the Effective Date shall continue to be governed by their applicable terms and conditions (as may have been amended after their respective grant dates) (the "Prior Equity Awards"). Upon the consummation of a Change of Control (as defined below), 50% of each of your then unvested time-based stock options and performance-based stock options shall become vested on a pro-rata basis (rounded down to the nearest whole number for each discrete option) over the vesting schedule. The remaining unvested portion of your options shall continue to vest pursuant to their original vesting schedule but at 50% of the original rate of vesting over such vesting period. As purely a hypothetical example to illustrate the foregoing, assume that at the time of a Change of Control, you held one time-based stock option which then had sixty unvested shares that were scheduled to vest at 10 shares, 20 shares, and 30 shares in each of the three following months, respectively. Thirty of such sixty unvested shares would become vested upon the Change of Control assuming you were then still employed by the Company. The remaining thirty unvested shares would vest at 5 shares, 10 shares, and 15 shares in each of the three following months subject to your continued service.

Stock Options and Compensatory Equity. While Effective as of the start of FY14 and each fiscal year thereafter while you are an employee of the CompanyCompany and this Agreement is in effect, you will be eligible to receive grants of stock options (or other grants of Company equity) to purchase shares of the Company's ’s common stock. Such equity grants, if any, will be made in the sole discretion of the Board of Directors and will be subject to the terms and conditions specified by the BoardBoard of Directors, the Company's ’s stock plan, the award agreement that you must execute as a condition of any grant and the Company's ’s xxxxxxx xxxxxxx policy. If required by applicable law with respect to transactions involving Company equity securities, you agree that you shall use your best efforts to comply with any duty that you may have to (i) timely report any such transactions and (ii) to refrain from engaging in certain transactions from time to time. The Company has no duty to register under (or otherwise obtain an exemption from) the Securities Act of 1933 (or applicable state securities laws) with respect to any Company equity securities that may be issued to you. Notwithstanding anything to the contrary (but subject to the next sentence), any Any equity compensation awards that were granted to you before the Effective Date shall continue to be governed by their applicable terms and conditions (as may have been amended after their respective grant dates) (the "Prior Equity Awards")conditions. Upon the consummation Effective Date, subject to approval of the Board of Directors and subject to you being an employee on the Effective Date, you shall be granted a Change Restricted Stock Grant under the 2010 LTIP of Control 82,000 shares of Company common stock (as defined belowthe “Restricted Stock Grant”), 50% of each of your then unvested time-based stock options and performance-based stock options shall become vested on a pro-rata basis (rounded down to the nearest whole number for each discrete option) over the vesting schedule. The remaining unvested portion Restricted Stock Grant must be timely executed and a Restricted Stock Grant Agreement prescribed by the Company will provide the terms and conditions of your options shall continue the Restricted Stock Grant. The Restricted Stock Agreement will provide for one fourth of the total shares to vest pursuant to their original vesting schedule but at 50% on the first anniversary date of the original rate Restricted Stock Agreement, one fourth of vesting over such vesting period. As purely a hypothetical example to illustrate the foregoing, assume that at the time of a Change of Control, you held one time-based stock option which then had sixty unvested total shares that were scheduled to vest at 10 shareson the second anniversary of the Restricted Stock Agreement, 20 sharesone fourth of the total shares to vest on the third anniversary of the Restricted Stock Agreement, and 30 shares in each the remaining one fourth of the three following months, respectively. Thirty total shares to vest on the fourth anniversary of such sixty unvested shares would become vested upon the Change of Control Restricted Stock Agreement assuming you were then still remain continuously employed by the Company. The remaining thirty unvested shares would vest at 5 shares, 10 shares, and 15 shares in each of the three following months subject to your continued serviceduring such term.

Stock Options and Compensatory Equity. While (i) In addition to the sign-on restricted stock units described in Section 3(c), while you are an employee of the Company, you will be eligible to receive grants of stock options options, restricted stock units, market stock units, and other forms of equity compensation awards (or other grants of Company equity) to purchase shares of time and/or performance based, collectively the Company's common stock“Equity Awards”). Such equity grantsEquity Awards, if any, will be made in the sole discretion of the Compensation Committee of the Board or sub-committee thereof and will be subject to the terms and conditions specified by the BoardCompensation Committee or sub-committee thereof, the Company's ’s stock plan, the award agreement that you must execute as a condition of any grant and the Company's ’s xxxxxxx xxxxxxx policy. If required by applicable law with respect to transactions involving Company equity securities, you agree that you shall will use your best efforts to comply with any duty that you may have to (i) timely report any such transactions and (ii) to refrain from engaging in certain transactions from time to time. The Company has no duty to register under . (or otherwise obtain an exemption fromii) Your Equity Awards for the Securities Act 2019 calendar year will have a grant date value of 1933 (or applicable state securities laws) with respect to any Company equity securities that may $420,000 and will be issued to you. Notwithstanding anything to the contrary (but subject to the next sentence), any equity compensation awards that were granted to you before the Effective Date shall continue to be governed by their applicable terms and conditions specified by the Compensation Committee or sub-committee thereof, the Company’s stock plan, the award agreement(s) that you must execute as a condition of any grant and the Company’s xxxxxxx xxxxxxx policy. (as may have been amended after their respective grant datesiii) (the "Prior Equity Awards"). Upon If you are still in our service upon the consummation of a Change of Control (as defined below), 50% of each of your then unvested time-based stock options and performance-based stock options options, if any, shall become vested on a pro-pro rata basis (rounded down to the nearest whole number for each discrete option) over the vesting schedule. The remaining unvested portion of your options options, if any, shall continue to vest pursuant to their original vesting schedule but at 50% of the original rate of vesting over such vesting period. As purely a hypothetical example to illustrate the foregoing, assume that at the time of a Change of Control, you were in service and held one time-based stock option which then had sixty unvested shares that were scheduled to vest at 10 shares, 20 shares, and 30 shares in each of the three following months, respectively. Thirty of such sixty unvested shares would become vested upon the Change of Control assuming you were then still employed by and the Company. The remaining thirty unvested shares would vest at 5 shares, 10 shares, and 15 shares in each of the three following months subject to your continued service.

Stock Options and Compensatory Equity. While (i) In addition to the restricted stock units described in Section 3(c)(ii), while you are an employee of the Company, you will be eligible to receive grants of stock options options, restricted stock units and other forms of equity compensation awards (or other grants of Company equity) to purchase shares of time and/or performance based, collectively the Company's common stock“Equity Awards”). Such equity grantsEquity Awards, if any, will be made in the sole discretion of the Board Compensation Committee or sub-committee thereof and will be subject to the terms and conditions specified by the BoardCompensation Committee or sub-committee thereof, the Company's ’s stock plan, the award agreement that you must execute as a condition of any grant and the Company's ’s xxxxxxx xxxxxxx policy. If required by applicable law with respect to transactions involving Company equity securities, you agree that you shall will use your best efforts to comply with any duty that you may have to (i) timely report any such transactions and (ii) to refrain from engaging in certain transactions from time to time. The Company has no duty to register under . (or otherwise obtain an exemption fromii) Your Equity Awards for the Securities Act 2015 calendar year will have a grant date value of 1933 (or applicable state securities laws) with respect to any Company equity securities that may $550,000 and will be issued to you. Notwithstanding anything to the contrary (but subject to the next sentence), any equity compensation awards that were granted to you before the Effective Date shall continue to be governed by their applicable terms and conditions specified by the Compensation Committee or sub-committee thereof, the Company’s stock plan, the award agreement(s) that you must execute as a condition of any grant and the Company’s xxxxxxx xxxxxxx policy. (as may have been amended after their respective grant datesiii) (the "Prior Equity Awards"). Upon If you are still in our service upon the consummation of a Change of Control (as defined below), 50% of each of your then unvested time-based stock options and performance-based stock options shall become vested on a pro-pro rata basis (rounded down to the nearest whole number for each discrete option) over the vesting schedule. The remaining unvested portion of your options options, if any, shall continue to vest pursuant to their original vesting schedule but at 50% of the original rate of vesting over such vesting period. As purely a hypothetical example to illustrate the foregoing, assume that at the time of a Change of Control, you were in service and held one time-based stock option which then had sixty unvested shares that were scheduled to vest at 10 shares, 20 shares, and 30 shares in each of the three following months, respectively. Thirty of such sixty unvested shares would become vested upon the Change of Control assuming you were then still employed by and the Company. The remaining thirty unvested shares would vest at 5 shares, 10 shares, and 15 shares in each of the three following months subject to your continued service.

Stock Options and Compensatory Equity. While you are an employee of the Company, you will be eligible to receive grants of stock options (or other grants of Company equity) to purchase shares of the Company's ’s common stock. Such equity grants, if any, will be made in the sole discretion of the Board of Directors and will be subject to the terms and conditions specified by the BoardBoard of Directors, the Company's ’s stock plan, the award agreement that you must execute as a condition of any grant and the Company's ’s xxxxxxx xxxxxxx policy. If required by applicable law with respect to transactions involving Company equity securities, you agree that you shall use your best efforts to comply with any duty that you may have to (i) timely report any such transactions and (ii) to refrain from engaging in certain transactions from time to time. The Company has no duty to register under (or otherwise obtain an exemption from) the Securities Act of 1933 (or applicable state securities laws) with respect to any Company equity securities that may be issued to you. Notwithstanding anything to the contrary (but subject to the next sentence), any Any equity compensation awards that were granted to you before the Effective Date shall continue to be governed by their applicable terms and conditions conditions. Upon the Effective Date, subject to approval of the Board of Directors and subject to your being a Company employee on the Effective Date, you shall be granted a stock option under the Company's 2010 Long Term Incentive Plan (as may have been amended after their respective grant dates"2010 LTIP") to purchase up to 150,000 common shares of the Company (the "Prior Equity AwardsOption"). Upon To the consummation maximum extent permitted by applicable law, the Option shall constitute an "incentive stock option", as provided under Internal Revenue Code (the “Code”) Section 422, and the balance of the Option shall be a Change nonstatutory stock option. Before the grant of Control (as defined below)the Option, 50% the number of each of your then unvested time-based stock options and performance-based stock options shall become vested on a pro-rata basis (rounded down shares subject to the nearest whole number for each discrete optionOption (and exercise prices referenced below) over shall be proportionately adjusted to the vesting scheduleextent necessary under 2010 LTIP Section 11(a). The remaining unvested portion of your options shall continue to vest pursuant to their original vesting schedule but at 50% As a condition of the original rate grant of vesting over such vesting period. As purely a hypothetical example to illustrate the foregoing, assume that at the time of a Change of ControlOption, you held one time-based stock option must timely execute an Option agreement(s) prescribed by the Company which then had sixty unvested shares that were scheduled to vest at 10 shares, 20 shares, will provide the terms and 30 shares in each conditions of the Option. However, the Option and the Option agreement will provide for the following terms: One year xxxxx xxxx and monthly over three following months, respectively. Thirty of such sixty unvested shares would become vested upon the Change of Control assuming you were then still employed by the Company. The remaining thirty unvested shares would vest at 5 shares, 10 shares, and 15 shares in each of the three following months subject to your continued serviceyears thereafter.

Stock Options and Compensatory Equity. While you are an employee of the Company, you will be eligible to receive grants of stock options (or other grants of Company equity) to purchase shares of the Company's ’s common stock. Such equity grants, if any, will be made in the sole discretion of the Board and will be subject to the terms and conditions specified by the Board, the Company's ’s stock plan, the award agreement that you must execute as a condition of any grant and the Company's ’s xxxxxxx xxxxxxx policy. If required by applicable law with respect to transactions involving Company equity securities, you agree that you shall use your best efforts to comply with any duty that you may have to (i) timely report any such transactions and (ii) to refrain from engaging in certain transactions from time to time. The Company has no duty to register under (or otherwise obtain an exemption from) the Securities Act of 1933 (or applicable state securities laws) with respect to any Company equity securities that may be issued to you. Notwithstanding anything to the contrary (but subject to the next sentence), any Any equity compensation awards that were granted to you before the Effective Date shall continue to be governed by their applicable terms and conditions (as may have been amended after their respective grant dates) (the "Prior Equity Awards")conditions. Upon the consummation Effective Date, subject to approval of the Board and subject to your being a Change Company employee on the Effective Date, you shall be granted a stock option under the Company’s 2010 Stock Incentive Plan (“2010 SIP”) to purchase up to 1,610,000 common shares of Control the Company (the “Option”). To the maximum extent permitted by applicable law, the Option shall constitute an “incentive stock option”, as provided under Internal Revenue Code (the “Code”) Section 422, and the balance of the Option shall be a nonstatutory stock option. Before the grant of the Option, the number of shares subject to the Option (and exercise prices referenced below) shall be proportionately adjusted to the extent necessary under 2010 SIP section 11(a). As a condition of the grant of the Option, you must timely execute an Option agreement(s) prescribed by the Company which will provide the terms and conditions of the Option. However, the Option and the Option agreement will provide for the following terms: Shares subject to Option Per Share Exercise Price Vesting Date* 110,000 Fair Market Value on Grant Date Grant Date 500,000 Fair Market Value on Grant Date June 30, 2012 500,000 $1.20** June 30, 2013 500,000 $1.75** June 30, 2014 * You must continuously remain in Service (as defined below), 50% of each of your then unvested time-based stock options and performance-based stock options shall become vested on a pro-rata basis (rounded down to in the nearest whole number for each discrete option2010 SIP) over through the vesting schedule. The remaining unvested date in order for the applicable portion of your options the Option to become vested. ** If the Fair Market Value on the Option grant date is greater then the per share exercise price shown in the above table, then the actual per share exercise price for the related number of shares shall continue instead be equal to vest pursuant such higher Fair Market Value. For purposes of this Agreement, “Fair Market Value” shall have the meaning provided to their original vesting schedule but at 50% of it in the original rate of vesting over such vesting period. As purely a hypothetical example to illustrate the foregoing, assume that at the time of a Change of Control, you held one time-based stock option which then had sixty unvested shares that were scheduled to vest at 10 shares, 20 shares, and 30 shares in each of the three following months, respectively. Thirty of such sixty unvested shares would become vested upon the Change of Control assuming you were then still employed by the Company. The remaining thirty unvested shares would vest at 5 shares, 10 shares, and 15 shares in each of the three following months subject to your continued service2010 SIP.

Stock Options and Compensatory Equity. While Effective as of the start of FY14 and each fiscal year thereafter while you are an employee of the CompanyCompany and this Agreement is in effect, you will be eligible to receive grants of stock options (or other grants of Company equity) to purchase shares of the Company's ’s common stock. Such equity grants, if any, will be made in the sole discretion of the Board of Directors and will be subject to the terms and conditions specified by the BoardBoard of Directors, the Company's ’s stock plan, the award agreement that you must execute as a condition of any grant and the Company's ’s xxxxxxx xxxxxxx policy. If required by applicable law with respect to transactions involving Company equity securities, you agree that you shall use your best efforts to comply with any duty that you may have to (i) timely report any such transactions and (ii) to refrain from engaging in certain transactions from time to time. The Company has no duty to register under (or otherwise obtain an exemption from) the Securities Act of 1933 (or applicable state securities laws) with respect to any Company equity securities that may be issued to you. Notwithstanding anything to the contrary (but subject to the next sentence), any Any equity compensation awards that were granted to you before the Effective Date shall continue to be governed by their applicable terms and conditions (as may have been amended after their respective grant dates) (the "Prior Equity Awards")conditions. Upon the consummation Effective Date, subject to approval of the Board of Directors and subject to your being a Change Company employee on the Effective Date, you shall be granted a stock option under the Company’s 2010 Long Term Incentive Plan (“2010 LTIP”) to purchase up to 150,000 common shares of Control the Company (the “Option”). To the maximum extent permitted by applicable law, the Option shall constitute an “incentive stock option”, as defined below)provided under Internal Revenue Code (the “Code”) Section 422, 50% and the balance of each the Option shall be a nonstatutory stock option. Before the grant of your then unvested time-based stock options and performance-based stock options shall become vested on a pro-rata basis (rounded down the Option, the number of shares subject to the nearest whole number Option (and exercise prices referenced below) shall be proportionately adjusted to the extent necessary under 2010 LTIP Section 11(a). As a condition of the grant of the Option, you must timely execute an Option agreement(s) prescribed by the Company which will provide the terms and conditions of the Option. However, the Option and the Option agreement will provide for each discrete option) over the vesting schedule. The remaining unvested portion of your options shall continue to vest pursuant to their original vesting schedule but at 50following terms: One year xxxxx xxxx for 25% of the original rate Option and the remaining 75% of vesting the Option shall vest in substantially equal monthly increments over such vesting periodthe next three years. As purely a hypothetical example thereafter. In addition to illustrate the foregoingOption, assume that at upon the time Effective Date, subject to approval of a Change the Board of ControlDirectors and subject to you being an employee on the Effective Date, you held one time-based shall be granted a Restricted Stock Grant under the 2010 LTIP of 14,500 shares of Company common stock option which then had sixty unvested (the “Restricted Stock Grant”). The Restricted Stock Grant must be timely executed and a Restricted Stock Grant Agreement prescribed by the Company will provide the terms and conditions of the Restricted Stock Grant. The Restricted Stock Agreement will provide for 3,625 shares that were scheduled to vest at 10 shareson the first anniversary date of the Restricted Stock Agreement, 20 shares3,625 shares to vest on the second anniversary of the Restricted Stock Agreement, 3,625 shares to vest on the third anniversary of the Restricted Stock Agreement, and 30 the remaining 3,625 shares in each to vest on the fourth anniversary of the three following months, respectively. Thirty of such sixty unvested shares would become vested upon the Change of Control Restricted Stock Agreement assuming you were then still remain continuously employed by the Company. The remaining thirty unvested shares would vest at 5 shares, 10 shares, and 15 shares in each of the three following months subject to your continued serviceduring such term.

Stock Options and Compensatory Equity. (i) While you are an employee of the Company, you will be eligible to receive grants of stock options options, restricted stock units and other forms of equity compensation awards (or other grants of Company equity) to purchase shares of time and/or performance based, collectively the Company's common stock“Equity Awards”). Such equity grantsEquity Awards, if any, will be made in the sole discretion of the Board or a duly authorized committee thereof and will be subject to the terms and conditions specified by the BoardBoard (or its committee), the Company's ’s stock plan, the award agreement that you must execute as a condition of any grant and the Company's ’s xxxxxxx xxxxxxx policy. If required by applicable law with respect to transactions involving Company equity securities, you agree that you shall will use your best efforts to comply with any duty that you may have to (i) timely report any such transactions and (ii) to refrain from engaging in certain transactions from time to time. The Company has no duty to register under (or otherwise obtain an exemption from) the Securities Act of 1933 (or applicable state securities laws) with respect to any Company equity securities that may be issued to you. Notwithstanding anything to the contrary (but subject to the next sentence), any equity compensation awards that were granted to you before the Effective Date shall will continue to be governed by their applicable terms and conditions (as may have been amended after their respective grant dates) (the "“Prior Equity Awards"”). (ii) For purposes of Section 7(a) and (c), each of your then unvested Equity Awards that are to vest based solely on continued service to the Company (“Time-Based Equity Awards”) will terminate and be cancelled for no consideration on the Termination Date, and you will have no further rights with respect thereto. Upon If you are still in our service upon the consummation of a Change of Control (as defined below)Control, 50% of each of your then unvested timeTime-based stock options and performance-based stock options shall Based Equity Awards, if any, will become vested on a pro-rata basis (rounded down to the nearest whole number for each discrete optionEquity Award) over the vesting schedule. The remaining unvested portion of your options shall Time-Based Equity Awards, if any, will continue to vest pursuant to their original vesting schedule but at 50% of the original rate of vesting over such vesting period. As purely a hypothetical example to illustrate the foregoing, assume that at the time of a Change of Control, you were in our service and held one timeTime-based Based Equity Award that was a stock option which then and that had sixty unvested shares that were scheduled to vest at 10 shares, 20 shares, and 30 shares in each of the three following months, respectively. Thirty of such sixty unvested shares would become vested upon the Change of Control assuming you were then still employed by the Company. The remaining thirty unvested shares would vest at 5 shares, 10 shares, and 15 shares in each of the three following months subject to your continued service. Notwithstanding anything in this Section 3(c) to the contrary, if an Equity Award is subject to Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”), and if a Change of Control occurs but does not constitute a “change of control” for purposes of a distribution under Section 409A of the Code, then any payment of an amount that would otherwise have been accelerated under this Section 3(c) will be delayed until the earliest time that such payment would be permissible under Section 409A of the Code without triggering any penalties applicable under Section 409A of the Code. (iii) For purposes of Section 7(a) and (c), each of your then unvested Equity Awards (or portion thereof) that is to vest or become eligible to vest based on achievement of performance goals or objectives (“Performance-Based Equity Awards”) will terminate and be cancelled for no consideration on the Termination Date, and you will have no further rights with respect thereto. For purposes of Section 7(b) and (d), your then outstanding Performance-Based Equity Awards (or portion thereof) that remain eligible to vest and are capable of being earned during or upon the completion of the fiscal year during which the Termination Date occurs will remain outstanding and eligible to vest and be earned based on actual achievement of the performance goals as determined by the Board or the Compensation Committee of the Board (the “Committee”) in its discretion. For avoidance of doubt, Performance-Based Equity Awards (or portion thereof) that are eligible to be earned for performance periods that expire or terminate after the fiscal year during which the termination occurs will immediately terminate and be cancelled for no consideration on the Termination Date. If the Performance-Based Equity Award (or portion thereof) that is deemed to have been achieved is further subject to the requirement that you remain employed by the Company for a period of time following the date the performance goal was achieved, then that portion of the award would become a Time-Based Equity Award, and would be eligible for vesting acceleration as set forth in Sections 7(b) and 7(d). If you are still in our service upon the consummation of a Change of Control, each of your then unvested Performance-Based Equity Awards will be treated as agreed upon between you and the Company as set forth in the applicable award (or other) agreement between you and the Company, including potential modification of the provisions of this Section 3(c)(iii) and Section 7(b) and (d).

Stock Options and Compensatory Equity. While (i) In addition to the restricted stock units described in Section 3(c) (i.e., the one-time sign-on restricted stock unit bonus), while you are an employee of the Company, you will be eligible to receive grants of stock options options, restricted stock units and other forms of equity compensation awards (or other grants of Company equity) to purchase shares of time and/or performance based, collectively the Company's common stock“Equity Awards”). Such equity grantsEquity Awards, if any, will be made in the sole discretion of the Board Compensation Committee or sub-committee thereof and will be subject to the terms and conditions specified by the BoardCompensation Committee or sub-committee thereof, the Company's ’s stock plan, the award agreement that you must execute as a condition of any grant and the Company's ’s xxxxxxx xxxxxxx policy. If required by applicable law with respect to transactions involving Company equity securities, you agree that you shall will use your best efforts to comply with any duty that you may 2 have to (i) timely report any such transactions and (ii) to refrain from engaging in certain transactions from time to time. The Company has no duty to register under . (or otherwise obtain an exemption fromii) Your Equity Awards for the Securities Act 2016 calendar year will have a grant date value of 1933 (or applicable state securities laws) with respect to any Company equity securities that may $500,000 and will be issued to you. Notwithstanding anything to the contrary (but subject to the next sentenceterms and conditions specified by the Compensation Committee or sub-committee thereof, the Company’s stock plan, the award agreement(s) that you must execute as a condition of any grant and the Company’s xxxxxxx xxxxxxx policy. (iii) If you are still in our service upon the consummation of a Change of Control (as defined below), any equity compensation awards that were 100% of the unvested restricted stock units granted to you before the Effective Date shall continue pursuant to be governed by their applicable terms and conditions (as may have been amended after their respective grant datesSection 3(c) (i.e., the "Prior Equity Awards"one-time sign-on restricted stock unit bonus) will become immediately fully vested as of the consummation of the Change of Control. (iv) For future grants of time-based stock options (but not future restricted stock units or other equity awards). Upon , if you are still in our service upon the consummation of a Change of Control (as defined below), 50% of each of your then unvested time-based stock options and performance-based (but not future restricted stock options units or other equity awards) shall become vested on a pro-pro rata basis (rounded down to the nearest whole number for each discrete option) over the vesting schedule. The remaining unvested portion of your options options, if any, shall continue to vest pursuant to their original vesting schedule but at 50% of the original rate of vesting over such vesting period. As purely a hypothetical example to illustrate the foregoing, assume that at the time of a Change of Control, you were in service and held one time-based stock option which then had sixty unvested shares that were scheduled to vest at 10 shares, 20 shares, and 30 shares in each of the three following months, respectively. Thirty of such sixty unvested shares would become vested upon the Change of Control assuming you were then still employed by and the Company. The remaining thirty unvested shares would vest at 5 shares, 10 shares, and 15 shares in each of the three following months subject to your continued service.