Common use of Term and Exercisability of Option Clause in Contracts

Term and Exercisability of Option. This Option shall expire on the earlier of [not later than the grant date + ten years – one day] or the last day of the exercise period determined pursuant to subsection (c) of this Section 3. At any time before its expiration, this Option may be exercised to the extent set forth in the schedule attached to this Agreement as Exhibit 1, which is incorporated herein and made a part hereof by this reference, provided that: (a) at the time of exercise the Optionee is not in violation of any employee confidentiality, noncompetition or other agreement with the Company or a Subsidiary; (b) the Optionee must maintain the employment, contractual or other service relationship with the Company or a Subsidiary that was in effect at the time of the initial grant of this Option (the “Relationship”) without change on the relevant date set forth in Exhibit 1 in order for any scheduled increment in the exercisable portion of the Option to become effective; (c) this Option may not be exercised if three months or more have elapsed following the date of termination, or any change in the nature, of the Relationship between the Optionee and the Company or a Subsidiary; provided, however, that if the Relationship terminates as a result of the Optionee’s retirement at age 62 or older, “thirty-six months” shall be substituted for “three months” in this sentence; and provided, further, that if the Relationship terminates by reason of the Optionee’s permanent and total disability (as determined by the Compensation Committee or the full Board of Directors, as the case may be, on the basis of medical advice satisfactory to it) or death, the Option must be exercised within twelve months of the Optionee’s death or disability; and (d) For purposes of subsections (b) and (c) of this Section 3, the nature of the Relationship between the Optionee and the Company shall not be deemed to have changed if the fundamental nature of the Relationship, meaning the Optionee serving as an employee or as a non-employee director or as a third-party consultant, advisor or other vendor, as the case may be, does not change, regardless of any changes in the Optionee’s title, compensation or other terms of employment or service, as the case may be, which do not change the fundamental nature of the Relationship. A fundamental change in the nature of the Relationship would include, for example, a change from the Optionee serving as an employee of the Company to serving as a third-party consultant to the Company or a change from the Optionee serving as an employee director of the Company to serving as a non-employee director of the Company.

Term and Exercisability of Option. This Option shall expire at 4:00 p.m. Eastern Time on the “Expiration Date” shown in the Customizing Information, unless the Option expires earlier of [not later than the grant date + ten years – one day] pursuant to this Section 3 or the last day any provision of the exercise period determined pursuant to subsection (c) of this Section 3Plan. At any time before its expiration, this Option may be exercised to the extent set forth vested, as shown in the schedule attached to this Agreement as Exhibit 1, which is incorporated herein and made a part hereof by this referenceCustomizing Information, provided that: (a) at the time of exercise the Optionee is not in violation of any employee confidentiality, noncompetition or other inventions and/or non-competition agreement with the Company or a SubsidiaryCompany; (b) the Optionee must maintain the Optionee’s employment, contractual or other service relationship with the Company or a Subsidiary that was in effect at the time of the initial grant of this Option (the “Relationship”) without change must be in effect on the relevant a given date set forth in Exhibit 1 in order for any scheduled increment in vesting, as set forth in the exercisable portion of “Vesting Schedule” shown in the Option Customizing Information, to become effective; (c) this Option may not be exercised if three months or more have elapsed after the sixtieth (60th) day following the date of termination, or any change in the nature, termination of the Relationship between the Optionee and the Company or a Subsidiary; providedCompany, however, except that if the Relationship terminates as a result of the Optionee’s retirement at age 62 or older, “thirty-six months” shall be substituted for “three months” in this sentence; and provided, further, that (i) if the Relationship terminates by reason of the Optionee’s death or total and permanent and total disability (as determined by the Compensation Committee or the full Board of Directors, as the case may be, on the basis of medical advice satisfactory to it) or death), the entire remaining Option must be exercised within twelve months shall become fully vested and the unexercised portion of the Optionee’s death Option shall remain exercisable thereafter for one (1) year and (ii) if the Relationship ends on or disabilityafter the Optionee has attained age fifty-five (55) and completed ten (10) Years of Credited Service (calculated on the same basis as “Years of Credited Service” are calculated for purposes of The Iron Mountain Companies 401(k) Plan or any successor thereto), the unexercised portion of the Option that is otherwise exercisable when the Relationship ends shall remain exercisable thereafter for three (3) years; and (d) For purposes in the event the Relationship is terminated for any reason (whether voluntary or involuntary), (i) the Optionee’s right to vest in the Option will, except as provided in Section 9(c) of subsections the Plan or otherwise explicitly in Section 3(c) or as provided by the Committee, terminate as of the date of termination of the Relationship (band such right shall not be extended by any notice period mandated under local law), (ii) the Optionee’s continuing right (if any) to exercise the Option after termination of the Relationship will be measured from the date of termination of the Relationship (and such right will not be extended by any notice period mandated under local law) and (ciii) the Committee shall have the exclusive discretion to determine when the Relationship has terminated for purposes of this Option (including determining when the Optionee is no longer considered to be providing active service while on a leave of absence). For purposes of this Section 3, the nature term “Company” refers to the Company as defined in the last sentence of Section 1 of the Relationship between the Optionee and the Company shall not be deemed to have changed if the fundamental nature of the Relationship, meaning the Optionee serving as an employee or as a non-employee director or as a third-party consultant, advisor or other vendor, as the case may be, does not change, regardless of any changes in Plan. It is the Optionee’s title, compensation or other terms of employment or service, as the case may be, which do not change the fundamental nature responsibility to be aware of the Relationship. A fundamental change in date that the nature of the Relationship would include, for example, a change from the Optionee serving as an employee of the Company to serving as a third-party consultant to the Company or a change from the Optionee serving as an employee director of the Company to serving as a non-employee director of the CompanyOption expires.

Term and Exercisability of Option. This Option shall expire at 4:00 p.m. Eastern Time on the “Expiration Date” shown in the Customizing Information, unless the Option expires earlier of [not later than the grant date + ten years – one day] pursuant to this Section 3 or the last day any provision of the exercise period determined pursuant to subsection (c) of this Section 3Plan. At any time before its expiration, this Option may be exercised to the extent set forth vested, as shown in the schedule attached to this Agreement as Exhibit 1, which is incorporated herein and made a part hereof by this referenceCustomizing Information, provided that: (a) at the time of exercise the Optionee is not in violation of any employee confidentiality, noncompetition or other inventions, non-solicitation and/or non-competition agreement with the Company or a SubsidiaryCompany; (b) the Optionee must maintain the Optionee’s employment, contractual or other service relationship with the Company or a Subsidiary that was in effect at the time of the initial grant of this Option (the “Relationship”) without change must be in effect on the relevant a given date set forth in Exhibit 1 in order for any scheduled increment in vesting, as set forth in the exercisable portion of “Vesting Schedule” shown in the Option Customizing Information, to become effective;, except as provided in Section 3(c) below (c) this Option may not be exercised if three months or more have elapsed after the ninetieth (90th) day following the date of termination, or any change in the nature, termination of the Relationship between the Optionee and the Company or a Subsidiary; providedCompany, however, that if the Relationship terminates as a result of the Optionee’s retirement at age 62 or older, “thirty-six months” shall be substituted for “three months” in this sentence; and provided, further, except that if the Relationship terminates by reason of the Optionee’s death or total and permanent and total disability (as determined by the Compensation Committee or the full Board of Directors, as the case may be, on the basis of medical advice satisfactory to it) or death), the Option must be exercised within twelve months vested and unexercised portion of the Optionee’s death or disabilityOption shall remain exercisable thereafter for one (1) year; and (d) For purposes in the event the Relationship is terminated for any reason (whether voluntary or involuntary), (i) the Optionee’s right to vest in the Option will, except as provided in the Plan or otherwise explicitly in Sections 3(c) and 3(d) or as provided by the Committee, terminate as of subsections the date of termination of the Relationship (band such right shall not be extended by any notice period mandated under local law), (ii) the Optionee’s continuing right (if any) to exercise the Option after termination of the Relationship will be measured from the date of termination of the Relationship (and such right will not be extended by any notice period mandated under local law) and (ciii) the Committee shall have the exclusive discretion to determine when the Relationship has terminated for purposes of this Option (including determining when the Optionee is no longer considered to be providing active service while on a leave of absence). For purposes of this Section 3, the nature of the Relationship between the Optionee and term “Company” refers to the Company shall not be deemed to have changed if the fundamental nature of the Relationship, meaning the Optionee serving as an employee or as a non-employee director or as a third-party consultant, advisor or other vendor, as the case may be, does not change, regardless of any changes in and its Subsidiaries. It is the Optionee’s title, compensation or other terms of employment or service, as the case may be, which do not change the fundamental nature responsibility to be aware of the Relationship. A fundamental change in date that the nature of the Relationship would include, for example, a change from the Optionee serving as an employee of the Company to serving as a third-party consultant to the Company or a change from the Optionee serving as an employee director of the Company to serving as a non-employee director of the CompanyOption expires.

Term and Exercisability of Option. This Unless sooner terminated pursuant to the Plan or this Section 3, each Option shall expire on the earlier of [not later than the grant date + ten years – one day] or the last day of the exercise period determined pursuant to subsection (c) of this Section 3shown on the Schedule. At any time before its expiration, this An Option may be exercised to the extent set forth in vested, as shown on the schedule attached to this Agreement as Exhibit 1, which is incorporated herein and made a part hereof by this referenceSchedule, provided that: (a) at the time of exercise the Optionee is not in violation of any employee confidentiality, noncompetition or other agreement Employee Confidentiality and Non-Competition Agreement with the Company or a SubsidiaryCompany; (b) the Optionee must maintain the Optionee's employment, contractual or other service relationship with the Company or a Subsidiary that was ("Relationship") must be in effect at the time of the initial grant of this Option (the “Relationship”) without change on the relevant a given date set forth in Exhibit 1 in order for any scheduled increment in vesting, as set forth in the exercisable portion of "Vesting Schedule" on the Option Schedule, to become effective; (c) this the Vesting Schedule shall not operate to preclude the exercise of an Option in full upon the Company's sale of substantially all of its assets and business to another corporation (other than a Subsidiary), or the merger of the Company into, or consolidation of the Company with, another corporation (other than a Subsidiary) under circumstances in which the Company will not be the surviving entity; and (d) an Option may not be exercised if three months or more have elapsed after the sixtieth (60th) day following the date of termination, or any change in the nature, termination of the Relationship between the Optionee and the Company Company, except that if the Relationship terminates by reason of the Optionee's death or a Subsidiarytotal and permanent disability (as determined by the Board on the basis of medical advice satisfactory to it), the unexercised portion of the Option that is otherwise exercisable on the date of termination of the Relationship shall remain exercisable thereafter for no less than one year; provided, however, that if the Relationship terminates as a result for any reason (other than under circumstances described in Section 12 of the Optionee’s retirement at age 62 or olderPlan) after the fifth anniversary of the date of grant of an Option, “thirty-six months” shall be substituted for “three months” in this sentence; and provided, further, then the unexercised portion of an Option that if is otherwise exercisable on the date of termination of the Relationship terminates by reason shall remain exercisable thereafter until the passage of one-half of that number of days elapsed between the date of grant of the Optionee’s permanent Option and total disability (as determined by the Compensation Committee or the full Board date of Directors, as the case may be, on the basis of medical advice satisfactory to it) or death, the Option must be exercised within twelve months termination of the Optionee’s death or disability; and (d) Relationship. For purposes of subsections (b) and (c) of this Section 3, the nature of the Relationship between the Optionee and the Company shall not be deemed to have changed if the fundamental nature of the Relationship, meaning the Optionee serving as an employee or as a non-employee director or as a third-party consultant, advisor or other vendor, as the case may be, does not change, regardless of any changes in the Optionee’s title, compensation or other terms of employment or service, as the case may be, which do not change the fundamental nature of the Relationship. A fundamental change in the nature of the Relationship would include, for example, a change from the Optionee serving as an employee of the Company to serving as a third-party consultant term "Company" refers to the Company or a change from the Optionee serving as an employee director of the Company to serving as a non-employee director of the Companyand all Subsidiaries.

Term and Exercisability of Option. This Option shall expire on the earlier of [not later than the grant date + ten years – one day] XXXX XX, 20XX or the last day of the exercise period determined pursuant to subsection (c) of this Section 3. At any time before its expiration, this Option may be exercised to the extent set forth in the schedule attached to this Agreement as Exhibit 1, which is incorporated herein and made a part hereof by this reference, provided that: (a) at the time of exercise the Optionee is not in violation of any employee confidentiality, noncompetition or other agreement with the Company or a Subsidiary; (b) the Optionee must maintain the employment, contractual or other service relationship with the Company or a Subsidiary that was in effect at the time of the initial grant of this Option (the “Relationship”) without change on the relevant date set forth in Exhibit 1 in order for any scheduled increment in the exercisable portion of the Option to become effective; (c) this Option may not be exercised if three months or more have elapsed following the date of termination, or any change in the nature, of the Relationship between the Optionee and the Company or a Subsidiary; provided, however, that if the Relationship terminates as a result of the Optionee’s retirement at age 62 or older, “thirty-six months” shall be substituted for “three months” in this sentence; and provided, further, that if the Relationship terminates by reason of the Optionee’s permanent and total disability (as determined by the Compensation Committee or the full Board of Directors, as the case may be, on the basis of medical advice satisfactory to it) or death, the Option must be exercised within twelve months of the Optionee’s death or disability; and (d) For purposes of subsections (b) and (c) of this Section 3, the nature of the Relationship between the Optionee and the Company shall not be deemed to have changed if the fundamental nature of the Relationship, meaning the Optionee serving as an employee or as a non-employee director or as a third-party consultant, advisor or other vendor, as the case may be, does not change, regardless of any changes in the Optionee’s title, compensation or other terms of employment or service, as the case may be, which do not change the fundamental nature of the Relationship. A fundamental change in the nature of the Relationship would include, for example, a change from the Optionee serving as an employee of the Company to serving as a third-party consultant to the Company or a change from the Optionee serving as an employee director of the Company to serving as a non-employee director of the Company.

Term and Exercisability of Option. This Option shall expire on the earlier of [not later than the grant date + ten years – one day] March 18, 2023 or the last day of the exercise period determined pursuant to subsection (c) of this Section 3. At any time before its expiration, this Option may be exercised to the extent set forth in the vesting schedule attached to this Agreement as Exhibit 1, which is incorporated herein and made a part hereof of by this reference, provided that the Administrator has the ability to accelerate the vesting schedule pursuant to Section 2(b)(vi) of the Plan, and provide further that: (a) at the time of exercise the Optionee is not in violation of any employee confidentiality, noncompetition or other agreement with the Company or a Subsidiary; (b) the Optionee must maintain the employment, contractual or other service relationship with the Company or a Subsidiary that was in effect at the time of the initial grant of this Option (the “Relationship”) without change on the relevant date set forth in Exhibit 1 in order for any scheduled increment in the exercisable portion of the Option to become effective; (c) this Option may not be exercised if three months or more have elapsed following the date of termination, or any change in the nature, of the Relationship between the Optionee and the Company or a Subsidiary; provided, however, that if the Relationship terminates as a result of the Optionee’s 's retirement at age 62 or olderin accordance with such terms and conditions as may be adopted and approved by the Compensation Committee and are then in effect, “thirty-six months” shall be substituted for “three months” in this sentence; and provided, further, that if the Relationship terminates by reason of the Optionee’s 's permanent and total disability (as determined by the Compensation Committee or the full Board of Directors, as the case may be, on the basis of medical advice satisfactory to it) or death, the Option must be exercised within twelve months of the Optionee’s 's death or disability; and (d) For purposes of subsections (b) and (c) of this Section 3, the nature of the Relationship between the Optionee and the Company shall not be deemed to have changed if the fundamental nature of the Relationship, meaning the Optionee serving as an employee or as a non-employee director or as a third-party consultant, advisor or other vendor, as the case may be, does not change, regardless of any changes in the Optionee’s 's title, compensation or other terms of employment or service, as the case may be, which do not change the fundamental nature of the Relationship. A fundamental change in the nature of the Relationship would include, for example, a change from the Optionee serving as an employee of the Company to serving as a third-party consultant to the Company or a change from the Optionee serving as an employee director of the Company to serving as a non-employee director of the Company.

Term and Exercisability of Option. This Option shall expire on the earlier of [not later than the grant date + ten years – one day] March 18, 2029 or the last day of the exercise period determined pursuant to subsection (c) of this Section 3. At any time before its expiration, this Option may be exercised to the extent set forth in vested pursuant to the vesting schedule attached to this Agreement as Exhibit 1, which is incorporated herein and made a part hereof of by this reference, provided that the Administrator has the ability to accelerate the vesting schedule pursuant to Section 2(b)(vi) of the Plan, and provide further that: (a) at the time of exercise the Optionee is not in violation of any employee confidentiality, noncompetition or other agreement with the Company or a Subsidiary; (b) the Optionee must maintain the employment, contractual or other service relationship with the Company or a Subsidiary that was in effect at the time of the initial grant of this Option (the “Relationship”) without change on the relevant date set forth in Exhibit 1 without change in order for any scheduled increment in the exercisable portion of the Option to become effectivevest; (c) this Option may not be exercised if more than three months or more have elapsed following the date of termination, or any change in the nature, of the Relationship between the Optionee and the Company or a Subsidiary; provided, however, that if the Relationship terminates as a result of the Optionee’s retirement at age 62 or olderin accordance with such terms and conditions as may be adopted and approved by the Compensation Committee and are then in effect, “thirty-six months” shall be substituted for “three months” in this sentence; and provided, further, that if the Relationship terminates by reason of the Optionee’s permanent and total disability (as determined by the Compensation Committee or the full Board of Directors, as the case may be, on the basis of medical advice satisfactory to it) or death, the Option must may not be exercised within more than twelve months of following the Optionee’s death or disability; and; (d) For for purposes of subsections (b) and (c) of this Section 3, the nature of the Relationship between the Optionee and the Company shall not be deemed to have changed if the fundamental nature of the Relationship, meaning the Optionee serving as an employee or as a non-employee director or as a third-party consultant, advisor or other vendor, as the case may be, does not change, regardless of any changes in the Optionee’s title, compensation or other terms of employment or service, as the case may be, which do not change the fundamental nature of the Relationship. A fundamental change in the nature of the Relationship would include, for example, a change from the Optionee serving as an employee of the Company to serving as a third-party consultant to the Company or a change from the Optionee serving as an employee director of the Company to serving as a non-employee director of the Company; and (e) any portion of the Option that is unvested as of the termination or change in the nature of the Optionee’s Relationship will be forfeited.

Term and Exercisability of Option. This Option shall expire at 4:00 p.m. Eastern Time on the “Expiration Date” shown in the Customizing Information, unless the Option expires earlier of [not later than the grant date + ten years – one day] pursuant to this Section 3 or the last day any provision of the exercise period determined pursuant to subsection (c) of this Section 3Plan. At any time before its expiration, this Option may be exercised to the extent set forth vested, as shown in the schedule attached to this Agreement as Exhibit 1, which is incorporated herein and made a part hereof by this referenceCustomizing Information, provided that: (a) at the time of exercise exercise, the Optionee Participant is not in violation of any employee confidentiality, noncompetition or other inventions, non-solicitation and/or non-competition agreement with the Company or a Subsidiary(to the extent such agreement is permitted under applicable law); (b) the Optionee must maintain the Participant’s employment, contractual or other service relationship with the Company or a Subsidiary that was in effect at the time subsidiary of the initial grant of this Option Company (the “Relationship”) without change must be in effect on the relevant a given date set forth in Exhibit 1 in order for any scheduled increment in vesting, as set forth in the exercisable portion of “Vesting Schedule” shown in the Option Customizing Information, to become effective, except as provided in Section 3(c) below; (c) if the Participant’s Relationship terminates on account of Retirement (as defined below) on or after the sixth (6th) month anniversary of the Grant Date, the Option shall continue to vest on the schedule shown in the Customizing Information, provided the Participant continues to comply with any confidentiality, inventions, non-solicitation and/or non-competition agreement with the Company, to the extent such agreement is permitted under applicable law. Notwithstanding any other provision in this Option Agreement, Retirement-eligible employees are entitled to Retirement treatment even if separated as a result of the death or disability of the Participant; (d) this Option may not be exercised if three months or more have elapsed after the sixtieth (60th) day following the date of termination, or any change in the nature, termination of the Relationship between the Optionee and the Company or a Subsidiary; providedRelationship, however, except that if the Relationship terminates as a result of the Optionee’s retirement at age 62 or older, “thirty-six months” shall be substituted for “three months” in this sentence; and provided, further, that (i) if the Relationship terminates by reason of the OptioneeParticipant’s death or total and permanent and total disability (as determined by the Compensation Committee or the full Board of Directors, as the case may be, on the basis of medical advice satisfactory to it) or death), the entire remaining Option must be exercised within twelve months shall become fully vested and the unexercised portion of the OptioneeOption shall remain exercisable thereafter for one (1) year and (ii) if the Relationship terminates on account of the Participant’s death Retirement on or disabilityafter the sixth (6th) month anniversary of the Grant Date, the unexercised portion of the Option that is vested or becomes vested pursuant to Section 3(c) above shall remain exercisable thereafter until the Option Expiration Date as detailed in the Customizing Information; and (de) For purposes in the event the Relationship is terminated for any reason (whether voluntary or involuntary), (i) the Participant’s right to vest in the Option will, except as provided in Section 9(c) of subsections the Plan or otherwise explicitly in Sections 3(c) and 3(d) or as provided by the Committee, terminate as of the date of termination of the Relationship (band such right shall not be extended by any notice period mandated under local law), (ii) the Participant’s continuing right (if any) to exercise the Option after termination of the Relationship will be measured from the date of termination of the Relationship (and such right will not be extended by any notice period mandated under local law) and (ciii) the Committee shall have the exclusive discretion to determine when the Relationship has terminated for purposes of this Section 3, Option (including determining when the nature Participant is no longer considered to be providing active service while on a leave of the Relationship between the Optionee and the Company shall not be deemed to have changed if the fundamental nature of the Relationship, meaning the Optionee serving as an employee or as a non-employee director or as a third-party consultant, advisor or other vendor, as the case may be, does not change, regardless of any changes in the Optionee’s title, compensation or other terms of employment or service, as the case may be, which do not change the fundamental nature of the Relationship. A fundamental change in the nature of the Relationship would include, for example, a change from the Optionee serving as an employee of the Company to serving as a third-party consultant to the Company or a change from the Optionee serving as an employee director of the Company to serving as a non-employee director of the Companyabsence).

Term and Exercisability of Option. This Option shall expire at 4:00 p.m. Eastern Time on the “Expiration Date” shown in the Customizing Information, unless the Option expires earlier of [not later than the grant date + ten years – one day] pursuant to this Section 3 or the last day any provision of the exercise period determined pursuant to subsection (c) of this Section 3Plan. At any time before its expiration, this Option may be exercised to the extent set forth vested, as shown in the schedule attached to this Agreement as Exhibit 1, which is incorporated herein and made a part hereof by this referenceCustomizing Information, provided that: (a) at the time of exercise the Optionee is not in violation of any employee confidentiality, noncompetition or other inventions and/or non-competition agreement with the Company or a SubsidiaryCompany; (b) the Optionee must maintain the Optionee’s employment, contractual or other service relationship with the Company or a Subsidiary that was in effect at the time of the initial grant of this Option (the “Relationship”) without change must be in effect on the relevant a given date set forth in Exhibit 1 in order for any scheduled increment in vesting, as set forth in the exercisable portion of “Vesting Schedule” shown in the Option Customizing Information, to become effective; (c) this Option may not be exercised if three months or more have elapsed after the sixtieth (60th) day following the date of termination, or any change in the nature, termination of the Relationship between the Optionee and the Company or a Subsidiary; providedCompany, however, except that if the Relationship terminates as a result of the Optionee’s retirement at age 62 or older, “thirty-six months” shall be substituted for “three months” in this sentence; and provided, further, that (i) if the Relationship terminates by reason of the Optionee’s death or total and permanent and total disability (as determined by the Compensation Committee or the full Board of Directors, as the case may be, on the basis of medical advice satisfactory to it) or death), the Option must be exercised within twelve months unexercised portion of the Optionee’s death Option that is otherwise exercisable on the date of termination of the Relationship shall remain exercisable thereafter for one (1) year and (ii) if the Relationship ends on or disabilityafter the Optionee has attained age fifty-five (55) and completed ten (10) Years of Credited Service (calculated on the same basis as “Years of Credited Service” are calculated for purposes of The Iron Mountain Companies 401(k) Plan or any successor thereto), the unexercised portion of the Option that is otherwise exercisable when the Relationship ends shall remain exercisable thereafter for three (3) years; and (d) For purposes in the event the Relationship is terminated for any reason (whether voluntary or involuntary), (i) the Optionee’s right to vest in the Option will, except as provided in Section 9(c) of subsections the Plan or otherwise explicitly provided by the Committee, terminate as of the date of termination of the Relationship (band such right shall not be extended by any notice period mandated under local law), (ii) the Optionee’s continuing right (if any) to exercise the Option after termination of the Relationship will be measured from the date of termination of the Relationship (and such right will not be extended by any notice period mandated under local law) and (ciii) the Committee shall have the exclusive discretion to determine when the Relationship has terminated for purposes of this Option (including determining when the Optionee is no longer considered to be providing active service while on a leave of absence). For purposes of this Section 3, the nature term “Company” refers to the Company as defined in the last sentence of Section 1 of the Relationship between the Optionee and the Company shall not be deemed to have changed if the fundamental nature of the Relationship, meaning the Optionee serving as an employee or as a non-employee director or as a third-party consultant, advisor or other vendor, as the case may be, does not change, regardless of any changes in Plan. It is the Optionee’s title, compensation or other terms of employment or service, as the case may be, which do not change the fundamental nature responsibility to be aware of the Relationship. A fundamental change in date that the nature of the Relationship would include, for example, a change from the Optionee serving as an employee of the Company to serving as a third-party consultant to the Company or a change from the Optionee serving as an employee director of the Company to serving as a non-employee director of the CompanyOption expires.

Term and Exercisability of Option. This Option shall expire at 4:00 p.m. Eastern Time on the “Expiration Date” shown in the Customizing Information, unless the Option expires earlier of [not later than the grant date + ten years – one day] pursuant to this Section 3 or the last day any provision of the exercise period determined pursuant to subsection (c) of this Section 3Plan. At any time before its expiration, and subject to Article Two, Section I.C of the Plan, this Option may be exercised to the extent set forth vested, as shown in the schedule attached to this Agreement as Exhibit 1, which is incorporated herein and made a part hereof by this referenceCustomizing Information, provided that: (a) at the time of exercise the Optionee is not in violation of any employee confidentiality, noncompetition or other inventions, non-solicitation and/or non-competition agreement with the Company and any entity, individual, firm, or a Subsidiarycorporation, directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with the Company (each, an “Affiliate”); (b) the Optionee must maintain the Optionee’s employment, contractual or other service relationship with the Company or a Subsidiary that was must be in effect at the time of the initial grant of this Option (the “Relationship”) without change on the relevant a given date set forth in Exhibit 1 in order for any scheduled increment in vesting, as set forth in the exercisable portion of “Vesting Schedule” shown in the Option Customizing Information, to become effective; (c) except as otherwise provided in Article Two of the Plan, this Option may not be exercised if after three (3) months or more have elapsed following the date of termination, or any change in the nature, termination of the Relationship Service between the Optionee and the Company or a Subsidiary; providedCompany, however, except that (i) if the Relationship terminates as a result of the Optionee’s retirement at age 62 or older, “thirty-six months” shall be substituted for “three months” in this sentence; and provided, further, that if the Relationship Service terminates by reason of the Optionee’s permanent and total disability (as determined by the Compensation Committee death or the full Board of Directors, as the case may be, on the basis of medical advice satisfactory to it) or deathDisability, the Option must be exercised within twelve months unexercised portion of the Optionee’s death or disabilityvested Option shall remain exercisable thereafter for twelve (12) months; and (d) For purposes in the event the Optionee’s Service is terminated for any reason (whether voluntary or involuntary), (i) the Optionee’s right to vest in the Option will, except as provided in Article Two of subsections the Plan or as provided by the Plan Administrator, terminate as of the date of termination of the Optionee’s Service (band such right shall not be extended by any notice period mandated under local law), (ii) the Optionee’s continuing right (if any) to exercise the Option after termination of the Optionee’s Service will be measured from the date of termination of the Optionee’s Service (and such right will not be extended by any notice period mandated under local law) and (ciii) of this Section 3, the nature of Plan Administrator shall have the Relationship between the Optionee and the Company shall not be deemed exclusive discretion to have changed if the fundamental nature of the Relationship, meaning the Optionee serving as an employee or as a non-employee director or as a third-party consultant, advisor or other vendor, as the case may be, does not change, regardless of any changes in determine when the Optionee’s title, compensation or other terms Service has terminated for purposes of employment or service, as the case may be, which do not change the fundamental nature of the Relationship. A fundamental change in the nature of the Relationship would include, for example, a change from this Option (including determining when the Optionee serving as an employee is no longer considered to be providing active service while on a leave of the Company to serving as a third-party consultant to the Company or a change from the Optionee serving as an employee director of the Company to serving as a non-employee director of the Companyabsence).

Term and Exercisability of Option. This Option shall expire at 4:00 p.m. Eastern Time on the “Expiration Date” shown in the Customizing Information, unless the Option expires earlier of [not later than the grant date + ten years – one day] pursuant to this Section 3 or the last day any provision of the exercise period determined pursuant to subsection (c) of this Section 3Plan. At any time before its expiration, this Option may be exercised to the extent set forth vested, as shown in the schedule attached to this Agreement as Exhibit 1, which is incorporated herein and made a part hereof by this referenceCustomizing Information, provided that: (a) at the time of exercise the Optionee is not in violation of any employee confidentiality, noncompetition or other inventions, non-solicitation and/or non-competition agreement with the Company or a SubsidiaryCompany; (b) the Optionee must maintain the Optionee’s employment, contractual or other service relationship with the Company or a Subsidiary that was in effect at the time of the initial grant of this Option (the “Relationship”) without change must be in effect on the relevant a given date set forth in Exhibit 1 in order for any scheduled increment in vesting, as set forth in the exercisable portion of “Vesting Schedule” shown in the Option Customizing Information, to become effective, except as provided in Section 3(c) below; (c) this Option may not be exercised if three months or more have elapsed after the ninetieth (90th) day following the date of termination, or any change in the nature, termination of the Relationship between the Optionee and the Company or a Subsidiary; providedCompany, however, that if the Relationship terminates as a result of the Optionee’s retirement at age 62 or older, “thirty-six months” shall be substituted for “three months” in this sentence; and provided, further, except that if the Relationship terminates by reason of the Optionee’s death or total and permanent and total disability (as determined by the Compensation Committee or the full Board of Directors, as the case may be, on the basis of medical advice satisfactory to it) or death), the entire remaining Option must be exercised within twelve months shall become fully vested and the unexercised portion of the Optionee’s death or disabilityOption shall remain exercisable thereafter for one (1) year; and (d) For purposes in the event the Relationship is terminated for any reason (whether voluntary or involuntary), (i) the Optionee’s right to vest in the Option will, except as explicitly provided in the Plan or in Section 3(c), Section 3(d) or as provided by the Committee, terminate as of subsections the date of termination of the Relationship (band such right shall not be extended by any notice period mandated under local law), (ii) the Optionee’s continuing right (if any) to exercise the Option after termination of the Relationship will be measured from the date of termination of the Relationship (and such right will not be extended by any notice period mandated under local law) and (ciii) the Committee shall have the exclusive discretion to determine when the Relationship has terminated for purposes of this Option (including determining when the Optionee is no longer considered to be providing active service while on a leave of absence). For purposes of this Section 3, the nature of the Relationship between the Optionee and term “Company” refers to the Company shall not be deemed to have changed if the fundamental nature of the Relationship, meaning the Optionee serving as an employee or as a non-employee director or as a third-party consultant, advisor or other vendor, as the case may be, does not change, regardless of any changes in and its Subsidiaries. It is the Optionee’s title, compensation or other terms of employment or service, as the case may be, which do not change the fundamental nature responsibility to be aware of the Relationship. A fundamental change in date that the nature of the Relationship would include, for example, a change from the Optionee serving as an employee of the Company to serving as a third-party consultant to the Company or a change from the Optionee serving as an employee director of the Company to serving as a non-employee director of the CompanyOption expires.

Term and Exercisability of Option. This Option shall expire at 4:00 p.m. Eastern Time on the “Expiration Date” shown in the Customizing Information, unless the Option expires earlier of [not later than the grant date + ten years – one day] pursuant to this Section 3 or the last day any provision of the exercise period determined pursuant to subsection (c) of this Section 3Plan. At any time before its expiration, this Option may be exercised to the extent set forth vested, as shown in the schedule attached to this Agreement as Exhibit 1, which is incorporated herein and made a part hereof by this referenceCustomizing Information, provided that: (a) at the time of exercise the Optionee is not in violation of any employee confidentiality, noncompetition or other inventions, non-solicitation and/or non-competition agreement with the Company or a SubsidiaryCompany; (b) the Optionee must maintain the Optionee’s employment, contractual or other service relationship with the Company or a Subsidiary that was in effect at the time of the initial grant of this Option (the “Relationship”) without change must be in effect on the relevant a given date set forth in Exhibit 1 in order for any scheduled increment in vesting, as set forth in the exercisable portion of “Vesting Schedule” shown in the Option Customizing Information, to become effective, except as provided in Section 3(c) below (c) if the Optionee’s Relationship with the Company terminates on account of Retirement (as defined below) on or after the first July 1 following the Grant Date, the Option shall continue to vest on the schedule shown in the Customizing Information, provided the Optionee continues to comply with any confidentiality, inventions, non-solicitation and/or non-competition agreement with the Company; (cd) this Option may not be exercised if three months or more have elapsed after the sixtieth (60th) day following the date of termination, or any change in the nature, termination of the Relationship between the Optionee and the Company or a Subsidiary; providedCompany, however, except that if the Relationship terminates as a result of the Optionee’s retirement at age 62 or older, “thirty-six months” shall be substituted for “three months” in this sentence; and provided, further, that (i) if the Relationship terminates by reason of the Optionee’s death or total and permanent and total disability (as determined by the Compensation Committee or the full Board of Directors, as the case may be, on the basis of medical advice satisfactory to it) or death), the entire remaining Option must be exercised within twelve months shall become fully vested and the unexercised portion of the Option shall remain exercisable thereafter for one (1) year and (ii) if the Relationship terminates on account of the Optionee’s death Retirement on or disabilityafter the first July 1 following the Grant Date, the unexercised portion of the Option that is vested or becomes vested pursuant to Section 3(c) above shall remain exercisable thereafter until the earlier of three (3) years after termination of the Relationship or the Option Expiration Date as detailed in the Customizing Information; and (de) For purposes in the event the Relationship is terminated for any reason (whether voluntary or involuntary), (i) the Optionee’s right to vest in the Option will, except as provided in Section 9(c) of subsections the Plan or otherwise explicitly in Sections 3(c) and 3(d) or as provided by the Committee, terminate as of the date of termination of the Relationship (band such right shall not be extended by any notice period mandated under local law), (ii) the Optionee’s continuing right (if any) to exercise the Option after termination of the Relationship will be measured from the date of termination of the Relationship (and such right will not be extended by any notice period mandated under local law) and (ciii) the Committee shall have the exclusive discretion to determine when the Relationship has terminated for purposes of this Section 3, the nature of the Relationship between Option (including determining when the Optionee and the Company shall not is no longer considered to be deemed to have changed if the fundamental nature providing active service while on a leave of the Relationship, meaning the Optionee serving as an employee or as a non-employee director or as a third-party consultant, advisor or other vendor, as the case may be, does not change, regardless of any changes in the Optionee’s title, compensation or other terms of employment or service, as the case may be, which do not change the fundamental nature of the Relationship. A fundamental change in the nature of the Relationship would include, for example, a change from the Optionee serving as an employee of the Company to serving as a third-party consultant to the Company or a change from the Optionee serving as an employee director of the Company to serving as a non-employee director of the Companyabsence).

Term and Exercisability of Option. This Option shall expire on the earlier of [not later than the grant date + ten years – one day] March 16, 2016 or the last day of the exercise period determined pursuant to subsection (c) of this Section 3. At any time before its expiration, this Option may be exercised to the extent set forth in the schedule attached to this Agreement as Exhibit 1, which is incorporated herein and made a part hereof by this reference, provided that: (a) at the time of exercise the Optionee is not in violation of any employee confidentiality, noncompetition or other agreement with the Company or a Subsidiary; (b) the Optionee must maintain the employment, contractual or other service relationship with the Company or a Subsidiary that was in effect at the time of the initial grant of this Option (the “Relationship”) without change on the relevant date set forth in Exhibit 1 in order for any scheduled increment in the exercisable portion of the Option to become effective; (c) this Option may not be exercised if three months or more have elapsed following the date of termination, or any change in the nature, of the Relationship between the Optionee and the Company or a Subsidiary; provided, however, that if the Relationship terminates as a result of the Optionee’s retirement at age 62 or older, “thirty-six months” shall be substituted for “three months” in this sentence; and provided, further, that if the Relationship terminates by reason of the Optionee’s permanent and total disability (as determined by the Compensation Committee or the full Board of Directors, as the case may be, on the basis of medical advice satisfactory to it) or death, the Option must be exercised within twelve months of the Optionee’s death or disability; and (d) For purposes of subsections (b) and (c) of this Section 3, the nature of the Relationship between the Optionee and the Company shall not be deemed to have changed if the fundamental nature of the Relationship, meaning the Optionee serving as an employee or as a non-employee director or as a third-party consultant, advisor or other vendor, as the case may be, does not change, regardless of any changes in the Optionee’s title, compensation or other terms of employment or service, as the case may be, which do not change the fundamental nature of the Relationship. A fundamental change in the nature of the Relationship would include, for example, a change from the Optionee serving as an employee of the Company to serving as a third-party consultant to the Company or a change from the Optionee serving as an employee director of the Company to serving as a non-employee director of the Company.

Term and Exercisability of Option. This Option shall expire at 4:00 p.m. Eastern Time on the “Expiration Date” shown in the Customizing Information, unless the Option expires Version 4 – Stock Option Award Agreement 11/18/2019 1 earlier of [not later than the grant date + ten years – one day] pursuant to this Section 3 or the last day any provision of the exercise period determined pursuant to subsection (c) of this Section 3Plan. At any time before its expiration, this Option may be exercised to the extent set forth vested, as shown in the schedule attached to this Agreement as Exhibit 1, which is incorporated herein and made a part hereof by this referenceCustomizing Information, provided that: (a) at the time of exercise the Optionee is not in violation of any employee confidentiality, noncompetition or other inventions, non-solicitation and/or non-competition agreement with the Company or a SubsidiaryCompany; (b) the Optionee must maintain the Optionee’s employment, contractual or other service relationship with the Company or a Subsidiary that was in effect at the time of the initial grant of this Option (the “Relationship”) without change must be in effect on the relevant a given date set forth in Exhibit 1 in order for any scheduled increment in vesting, as set forth in the exercisable portion of “Vesting Schedule” shown in the Option Customizing Information, to become effective, except as provided in Section 3(c) below (c) if the Optionee’s Relationship with the Company terminates on account of Retirement (as defined below) on or after the first July 1 following the Grant Date, the Option shall continue to vest on the schedule shown in the Customizing Information, provided the Optionee continues to comply with any confidentiality, inventions, non-solicitation and/or non-competition agreement with the Company; (cd) this Option may not be exercised if three months or more have elapsed after the sixtieth (60th) day following the date of termination, or any change in the nature, termination of the Relationship between the Optionee and the Company or a Subsidiary; providedCompany, however, except that if the Relationship terminates as a result of the Optionee’s retirement at age 62 or older, “thirty-six months” shall be substituted for “three months” in this sentence; and provided, further, that (i) if the Relationship terminates by reason of the Optionee’s death or total and permanent and total disability (as determined by the Compensation Committee or the full Board of Directors, as the case may be, on the basis of medical advice satisfactory to it) or death), the entire remaining Option must be exercised within twelve months shall become fully vested and the unexercised portion of the Option shall remain exercisable thereafter for one (1) year and (ii) if the Relationship terminates on account of the Optionee’s death Retirement on or disabilityafter the first July 1 following the Grant Date, the unexercised portion of the Option that is vested or becomes vested pursuant to Section 3(c) above shall remain exercisable thereafter until the Option Expiration Date as detailed in the Customizing Information; and (de) For purposes in the event the Relationship is terminated for any reason (whether voluntary or involuntary), (i) the Optionee’s right to vest in the Option will, except as provided in Section 9(c) of subsections the Plan or otherwise explicitly in Sections 3(c) and 3(d) or as provided by the Committee, terminate as of the date of termination of the Relationship (band such right shall not be extended by any notice period mandated under local law), (ii) the Optionee’s continuing right (if any) to exercise the Option after termination of the Relationship will be measured from the date of termination of the Relationship (and such right will not be extended by any notice period mandated under local law) and (ciii) the Committee shall have the exclusive discretion to determine when the Relationship has terminated for purposes of this Section 3, the nature of the Relationship between Option (including determining when the Optionee and the Company shall not is no longer considered to be deemed to have changed if the fundamental nature providing active service while on a leave of the Relationship, meaning the Optionee serving as an employee or as a non-employee director or as a third-party consultant, advisor or other vendor, as the case may be, does not change, regardless of any changes in the Optionee’s title, compensation or other terms of employment or service, as the case may be, which do not change the fundamental nature of the Relationshipabsence). A fundamental change in the nature of the Relationship would include, for example, a change from the Optionee serving as an employee of the Company to serving as a third-party consultant to the Company or a change from the Optionee serving as an employee director of the Company to serving as a non-employee director of the Company.Version 4 – Stock Option Award Agreement 12/17/19 2