Common use of TERM AND EXERCISE OF OPTIONS Clause in Contracts

TERM AND EXERCISE OF OPTIONS. 5.1 Options shall be exercised by the Optionee by giving written notice and the payment of the purchase price to the Company, in such form and method as may be determined by the Company and when applicable, by the trustee appointed under Section 102 (the "Trustee") in accordance with the requirements of Section 102, which exercise shall be effective upon receipt of such notice by the Company and the payment of the Purchase Price at its principal office. The notice shall specify the number of Shares with respect to which the Option is being exercised. 5.2 Options, to the extent not previously exercised, shall terminate forthwith upon the earlier of: (i) the date set forth in Exhibit B to the Option Agreement; and (ii) the expiration of any extended period in any of the events set forth in Section 5.5 below. 5.3 The Options may be exercised by the Optionee in whole at any time or in part from time to time, to the extent that the Options become vested and exercisable, prior to the Expiration Date, and provided that, subject to the provisions of Section 5.5 below, the Optionee is employed by or providing services to the Company or any of its Affiliates, at all times during the period beginning with the granting of the Option and ending upon the date of exercise. 5.4 Subject to the provisions of Section 5.5 below, in the event of termination of Optionee’s employment or services, with the Company or any of its Affiliates, all Options granted to such Optionee will immediately expire. A notice of termination of employment or service shall be deemed to constitute termination of employment or service. 5.5 Notwithstanding anything to the contrary hereinabove, an Option may be exercised after the date of termination of Optionee's employment or services with the Company or any Affiliate during an additional period of time beyond the date of such termination, but only with respect to the number of Vested Options at the time of such termination according to the Vesting Dates of the Options, if: (i) termination is without Cause, in which event any Vested Option still in force and unexpired may be exercised within a period of ninety (90) days after the date of such termination; or- (ii) termination is the result of death or disability of the Optionee, in which event any Vested Option still in force and unexpired may be exercised within a period of twelve (12) months after the date of such termination; or - (iii) prior to the date of such termination, the Committee shall authorize an extension of the terms of all or part of the Vested Options beyond the date of such termination for a period not to exceed the period during which the Options by their terms would otherwise have been exercisable. For avoidance of any doubt, if termination of employment or service is for Cause, any outstanding unexercised Option, will immediately expire and terminate, and the Optionee shall not have any right in connection to such outstanding Options. 5.6 To avoid doubt, the holders of Options shall not have any of the rights or privileges of shareholders of the Company in respect of any Shares purchasable upon the exercise of any part of an Option, nor shall they be deemed to be a class of shareholders or creditors of the Company for purpose of the operation of any applicable corporate laws, until registration of the Optionee as holder of such Shares in the Company’s register of shareholders upon exercise of the Options in accordance with the provisions of the ESOP. 5.7 Any form of Option Agreement authorized by the ESOP may contain such other provisions as the Committee may, from time to time, deem advisable. 5.8 Notwithstanding anything to the contrary herein above, in the event of termination of Optionee's employment or service with the Company or any Affiliate, when the employee continues to provide services (or vice versa) to the Company or any Affiliate, the Options granted to such Optionee shall not be affected by such change in the Optionee’s status, and the employee will be allowed to keep the Options pursuant to its original terms.

TERM AND EXERCISE OF OPTIONS. 5.1 8.1 Options shall be exercised by the Optionee by giving written notice and the payment of the purchase price to the Company, in such form and method as may be determined by the Company and when applicable, by the trustee appointed under Section 102 (the "Trustee") in accordance with the requirements of Section 102Company, which exercise shall be effective upon receipt of such notice by the Company and the payment of the Purchase Price at its principal office. The notice shall specify the number of Shares with respect to which the Option is being exercised. 5.2 Options, to 8.2 Each Option granted under this Option Plan shall be exercisable following the extent not previously exercised, exercise dates and for the number of Shares as shall terminate forthwith upon the earlier of: (i) the date set forth be provided in Exhibit B to the Option Agreement; . However, (i) subject to the provisions of section 8.6 below, no option shall be exercisable after the expiration of ten (10) years from the Date of Grant as defined for each Optionee in his or her Option Agreement and (ii) no ISO may be granted to a person who at the expiration of any extended period in any time of the events set forth in Section 5.5 belowgrant owns more than 10% of the voting power or value of all classes of shares of the Company or its subsidiary. However no Option shall be exercisable after the Expiration Date. 5.3 8.3 Options granted under the Option Plan shall not be transferable by Optionees other than by will or laws of descent and distribution, and during an Optionee's lifetime shall be exercisable only by that Optionee. 8.4 The Options may be exercised by the Optionee in whole at any time or in part from time to time, to the extent that the Options become vested and exercisable, prior to the Expiration Date, and provided that, subject to the provisions of Section 5.5 below, 8.6 below (i) the Optionee is employed by or providing services to an employee of the Company or any of its Affiliatessubsidiaries, at all times during the period beginning with the granting of the Option and ending upon the date of exercise (ii) the director or the consultant is serving the Company or any of its subsidiaries, at all times during the period beginning with the granting of the Option and ending upon the date of exercise. 5.4 8.5 Subject to the provisions of Section 5.5 8.6 below, in the event of termination of Optionee’s employees employment or services, with the Company or any of its Affiliatessubsidiaries, or the termination of services given by directors or consultants to the Company or any of its subsidiaries, all Options granted to such Optionee them will immediately expirebe expired. A notice of termination of employment or service services shall be deemed to constitute termination of employment or serviceservices. 5.5 8.6 Notwithstanding anything to the contrary hereinabove, an Option may be exercised after the date of termination of Optionee's service or employment or services with the Company or any Affiliate subsidiary of the Company during an additional period of time beyond the date of such termination, but only with respect to the number of Vested Options already vested at the time of such termination according to the Vesting Dates vesting periods of the OptionsOptions set forth in Section 4 of such Optionee's Option Agreement, if: : (i) termination is without Cause, in which event any Vested Option still in force and unexpired may be exercised within a period of ninety (90) days after the date of such termination; or- (ii) termination is the result of death or disability of the Optionee, in which event any Vested Option still in force and unexpired may be exercised within a period of twelve (12) months after the date of such termination; or - (iii) prior to the date of such termination, the Committee shall authorize an extension of the terms of all or part of the Vested Options beyond the date of such termination for a period not to exceed the period during which the Options by their terms would otherwise have been exercisable, (ii) termination is without Cause (as defined below), in which event any Options still in force and unexpired may be exercised within a period of ninety (90) days from the date of such termination, but only with respect to the number of shares purchasable at the time of such termination, according to the vesting periods of the Options, (iii) termination is the result of death or disability of the Optionee, in which event any Options still in force and unexpired may be exercised within a period of twelve (12) months from the date of termination, but only with respect to the number of Options already vested at the time of such termination according to the vesting periods of the Options. For avoidance The term "CAUSE" shall mean any action, omission or state of any doubt, if termination of employment or service is for Cause, any outstanding unexercised Option, will immediately expire and terminate, and affairs related to the Optionee shall not have any right which the Committee or the Board decides, in connection to such outstanding Options. 5.6 To avoid doubtits sole discretion, is against the holders of Options shall not have any best interests of the rights or privileges of shareholders of the Company in respect of any Shares purchasable upon the exercise of any part of an Option, nor shall they be deemed to be a class of shareholders or creditors of the Company for purpose of the operation of any applicable corporate laws, until registration of the Optionee as holder of such Shares in the Company’s register of shareholders upon exercise of the Options in accordance with the provisions of the ESOP. 5.7 Any form of Option Agreement authorized by the ESOP may contain such other provisions as the Committee may, from time to time, deem advisable. 5.8 Notwithstanding anything to the contrary herein above, in the event of termination of Optionee's employment or service with the Company or any Affiliate, when the employee continues to provide services (or vice versa) to the Company or any Affiliate, the Options granted to such Optionee shall not be affected by such change in the Optionee’s status, and the employee will be allowed to keep the Options pursuant to its original terms.