Common use of Stock Options and Other Equity Awards Clause in Contracts

Stock Options and Other Equity Awards. The Employee has been granted multiple stock options and one restricted stock award, all of which remain in full force and effect according to their terms, and the Employee may in the future be issued further stock options or shares of restricted stock or other equity awards. The Company has adopted a policy guideline attached as Exhibit C describing how the board of directors intends to exercise its judgment to make arrangements as to stock options should certain mergers and acquisitions involving the Company occur. The Company and Employee agree, notwithstanding such policy guideline, that unless otherwise agreed to by both the Company and Employee: a. In the event that the Company is acquired (that is, there is a merger or sale of all or substantially all of its assets such that thereafter Company stockholders prior to such event own less than half of the outstanding voting stock of the surviving entity by virtue of their Company shares) then unless the Employee resigns as an employee of the successor to the Company (whether for any or no reason) within four (4) months after such acquisition, then all of Employee’s unvested options or restricted stock shall vest in full on the first to occur of the date four (4) months after such acquisition and the date of a termination of the Employee as an employee of the successor to the Company (for any or no reason). b. In the event that the Company acquires all or substantially all of the stock or assets of another entity (whether by merger or otherwise) and either an employee at such other entity takes Employee’s position within three months after such acquisition, or the Company decides to hire a new person to fill Employee’s position within six months after such acquisition, then all of Employee’s unvested options or restricted stock shall vest in full if the Employee resigns or is terminated within the following two months for any or no reason.

Stock Options and Other Equity Awards. The Employee has been granted multiple stock options and one restricted stock award, all of which remain in full force and effect according to their terms, and the Employee may in the future be issued further stock options or shares of restricted stock or other equity awards. The Company has adopted a policy guideline attached as Exhibit C describing how the board of directors intends to exercise its judgment to make arrangements as to stock options should certain mergers and acquisitions involving the Company occur. The Company and Employee agree, notwithstanding such policy guideline, that unless otherwise agreed to by both the Company and Employee: a. In the event that the Company is acquired (that is, there is a merger or sale of all or substantially all of its assets such that thereafter Company stockholders prior to such event own less than half of the outstanding voting stock of the surviving entity by virtue of their Company shares) then unless the Employee resigns as an employee of the successor to the Company (whether for any or no reason) within four (4) months after such acquisition, then all of Employee’s unvested options or restricted stock shall vest in full on the first to occur of the date four (4) months after such acquisition and the date of a termination of the Employee as an employee of the successor to the Company (for any or no reason). The exception to this relates to the Market Performance share options. These options will vest upon achievement of the valuation triggers identified in the option grant based upon the purchase price of the Company of if in the event the surviving entity is LaserCard, then the greater of the market valuation of the stock price at the time of the merger or any closing day stock price during the next sixty days. b. In the event that the Company acquires all or substantially all of the stock or assets of another entity (whether by merger or otherwise) and either an employee at such other entity takes Employee’s position within three twelve months after such acquisition, or the Company decides to hire a new person to fill Employee’s position within six twelve months after such acquisition, then all of Employee’s unvested options or restricted stock shall vest in full if the Employee resigns or is terminated within the following two months for any or no reason.