Common use of Stock Options and Other Incentive Programs Clause in Contracts

Stock Options and Other Incentive Programs. Subject to approval of the Board and the amendment of the Company's 2010 Stock Plan (the "Plan") to authorize an additional 11,618,296 shares under the Plan, the Company will grant Executive (i) an option to purchase 7,094,554 shares of Common Stock of the Company, which will equal approximately 5.5% of the fully diluted capitalization of the Company (the "5.5% Option") and (ii) an option to purchase 644,960 shares of Common Stock of the Company, which will equal approximately 0.5% of the fully diluted capitalization of the Company (the "0.5% Option" and with the 5.5% Option, the "First Options"). Following the closing of the Company's next preferred stock financing (the "Financing") and subject to approval of the Board, the Company will grant Executive (i) an option to purchase the number of shares of Common Stock of the Company, which together with the shares subject to the 5.5% Option, will equal approximately 5.5% of the fully diluted capitalization of the Company (the "Second 5.5% Option") immediately following the Financing and (ii) an option to purchase the number of shares of Common Stock of the Company, which together with the shares subject to the 0.5% Option, will equal approximately 0.5% of the fully diluted capitalization of the Company (the "Second 0.5% Option") immediately following the Financing (collectively, the "Second Options"); provided that the anti-dilution protection for the Second Options will only apply with respect to the first $30 million raised in the Financing to the extent the Financing exceeds $30 million. Each of the First Options and Second Options will be issued at an exercise price equal to the fair market value per share of Common Stock on the date of grant pursuant to the Plan. The 5.5% Option and the Second 5.5% Option will vest as follows: 12/48th of the shares shall vest on the twelve-month anniversary of the Effective Date and 1/48th of the shares shall vest on the same date of each month thereafter. The 0.5% Option and the Second 0.5% Option will vest upon action of the Board or a Change of Control that represents an enterprise value for the Company that is at least $500 million. The options will be an incentive stock option to the maximum extent allowed by the tax code and will be subject to the terms of the Plan and the Stock Option Agreement between Executive and the Company. Executive shall be eligible to receive such additional stock options or other equity incentives as may be determined by the Board.